What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-05-14 compared with 2023-11-14 · 181 added, 424 removed, 119 unchanged (84% of the section changed)

20 unchanged sentences

business lines are:

(1) Product Packaging, (2) Biotechnology, (3) Direct Marketing, (4) Commercial Lending, (5) Securities and Investment

Management, (6) Alternative Trading (7) Digital Transformation, (8) Secure Living, and (9) Alternative Energy.

Each of these business

lines are in different stages of development, growth, and income generation.

(1) Product Packaging, (2) Biotechnology, (3) Direct, (4) Commercial Lending, (5) Securities and Investment Management,

(6) Alternative Trading (7) Digital Transformation (discontinued in 2023), (8) Secure Living (discontinued in 2023), and (9) Alternative

Energy (discontinued in 2023).

Each of these business lines are in different stages of development, growth, and income generation.

divisions, their business lines, subsidiaries, and operating territories:

16 unchanged sentences

to assist companies in the emerging growth “Gig” business model of peer-to-peer decentralized sharing marketplaces.

specializes in marketing and distributing its products and services through its subsidiary and partner network, using the popular gig

economic marketing strategy as a form of direct marketing.

Direct Marketing’s products include, among other things, nutritional

and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe.

(4) Our Commercial Lending business

division, driven by American Pacific Bancorp (“APB”), is organized for the purposes of being a financial network holding

company, focused on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed

financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking

activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology,

loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting services, and advisory

capital raising services.

(5) Securities and Investment Management was established to develop and/or acquire assets in the securities

trading or management arena, and to pursue, among other product and service lines, broker dealers, and mutual funds management.

in this segment is the Company’s real estate investment trust (“REIT”), organized for the purposes of acquiring hospitals

and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary and tertiary markets,

and leasing each property to a single operator under a triple-net lease.

the REIT was formed to originate, acquire, and lease a credit-centric

portfolio of licensed medical real estate.

(6) Alternative Trading was established to develop and/or acquire assets and investments in

the securities trading and/or funds management arena.

Trading, in partnership with recognized global leaders in alternative trading

systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized assets,

utility tokens, and cryptocurrency via an alternative trading platform using blockchain technology.

The scope of services within this

section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, and UTO listings on

a primary market(s), asset digitization/tokenization (securities, currency, and cryptocurrency), and the listing and trading of digital

assets (securities and cryptocurrency) on a secondary market(s).

(7) Digital Transformation was established to be a Preferred Technology

Partner and Application Development Solution for mid cap brands in various industries including the direct selling and affiliate marketing

Digital improves marketing, communications and operations processes with custom software development and implementation.

The Secure Living division has developed a plan for fully sustainable, secure, connected, and healthy living communities with homes incorporating

advanced technology, energy efficiency, and quality of life living environments both for new construction and renovations for single

and multi-family residential housing.

(9) The Alternative Energy group was established to help lead the Company’s future in the

clean energy business that focuses on environmentally responsible and sustainable measures.

Alset Energy, Inc, the holding company for

this group, and its wholly owned subsidiary, Alset Solar, Inc., pursue utility-scale solar farms to serve US regional power grids and

to provide underutilized properties with small microgrids for independent energy.

February 8, 2021, DSS Securities announced that it entered into a joint venture (“JV”) with Coinstreet Partners (“Coinstreet”),

a global decentralized digital investment banking group and digital asset financial service firm, and GSX Group (“GSX”),

a global digital exchange ecosystem for the issuance, trading, and settlement of tokenized securities, using its proprietary blockchain

The JV leverages the operational strengths and assets of three key leaders in their field, combining traditional capital market

experience, Fintech innovations, and business networks from three continents, North America, Europe, and Asia, to capitalize on unique

digital asset opportunities.

The JV reported that it intended to first pursue a digital securities exchange license in the US.

forward, this JV will be the key operational company building and operating a digital securities exchange that utilizes the GSX STACS

blockchain technology, serving corporate issuers and investors in the sector.

February 25, 2021, DSS Securities announced its acquisition of an equity interest in WestPark Capital, Inc.(“WestPark”) and

an investment in BMI Capital International LLC (“BMICI”).

DSS Securities executed two separate transactions that were designed

to grow the securities division by signing a binding note and stock exchange letter of intent to own 7.5% of the issued and outstanding

shares of WestPark and acquiring 24.9% of BMICI through a purchase agreement.

WestPark is a full-service investment banking and securities

brokerage firm which serves the needs of both private and public companies worldwide, as well as individual and institutional investors.

BMI is a private investment bank specializing in corporate finance advising, raising equity, and venture services, providing a global

“one-stop” corporate consultancy to listed companies.

From corporate finance to professional valuation, corporate communications

to event management, BMICI services companies in the US, Hong Kong, Singapore, Taiwan, Japan, Canada, and Australia.

March 1, 2021, Decentralized Sharing Systems, Inc.

(“Decentralized”) announced that it increased its investment in Sharing

Services Global Corporation (“Sharing Services” or “SHRG”), a publicly traded company dedicated to maximizing

shareholder value through the acquisition and development of innovative companies, products, and technologies in the direct selling industry,

through a $30 million convertible promissory note dated April 5, 2021.

Decentralized’s financing was made as an investment that

would help accelerate Sharing Services sales and growth, as well as international expansion, with the expectation that such capital reserves

would help make Sharing Services a dominant player in the global marketplace over the next two years.

It was reported that the new $30

million investment would have the potential to exponentially increase Sharing Services sales channels and substantially expand its product

portfolio, and to position Sharing Services to capitalize on consolidation and roll up opportunities of other direct selling companies.

In the joint announcement, Sharing Services reported that the additional funding would now allow it to accelerate its global expansion

with a direct focus on the Asian markets, and specifically in countries such as South Korea, Japan, Hong Kong, China, Singapore, Taiwan,

Thailand, Malaysia, and the Philippines.

In accordance with the April 5, 2021, convertible promissory note, SHRG issued to the Company

27,000,000 shares of its Class A Common Stock, including 15,000,000 shares in payment of the loan origination fee and 12,000,000 shares

in prepayment of interest for the first year.

As of and through June 30, 2020, the Company classified its investment in Sharing Services

(“SHRG”), a publicly traded company, as marketable equity security and measured it at fair value with gains

and losses recognized in other income.

In July 2020, through continued acquisition of common stock, as detailed below, the Company obtained

greater than 20% ownership of SHRG, and thus has the ability to exercise significant influence over it.

During the quarter ended September

30, 2020, the Company began to account for its investment in SHRG using the equity method in accordance with ASC Topic 323, Investments—Equity

Method and Joint Ventures recognizing our share of SHRG’s earnings and losses within our consolidated statement of operations.

Through a series of transactions, DSS increased its ownership of voting shares in SHRG to approximately 58% on December 23, 2021.

58% ownership of SHRG meets the definition of a business with inputs, processes, and outputs, and therefore, the Company has concluded

to account for this transaction in accordance with the acquisition method of accounting under Topic 805 and began consolidating the financial

results of SHRG as of December 31, 2021.

On January 24, 2022, the Company exercised 50,000,000 warrants received as part of a consulting

agreement with SHRG at the exercise price of $0.0001, bringing its ownership percentage of voting shares to approximately 65%.

the fourth quarter of 2022, SHRG purchased back a significant number of its outstanding voting shares, increasing the Company’s

ownership percentage of voting shares to approximately 73% at December 31, 2022.

During the first quarter of 2023, DSS converted both

interest due from SHRG on notes receivable and warrants in SHRG shares into newly issued common stock of SHRG totaling 84,619,047 shares,

increasing DSS ownership of voting shares to approximately 80% at March 31, 2023.

On May 4, 2023, the Company distributed approximately

280 million shares of SHRG beneficially held by DSS and Decentralized Sharing Systems in the form of a dividend to the shareholders of

DSS common stock.

Upon completion of this distribution, DSS will retain an ownership interest in SHRG of approximately 7%.

via three (3) of the Company’s existing board members, currently holds four (4) of the five (5) SHRG board of director seats.

John “JT” Thatch, DSS’s Lead Independent Director and as well the CEO of SHRG is on the SHRG Board, along with Mr.

Heng Fai Ambrose Chan, DSS’s Executive Chairman of the board of directors (joined the SHRG Board effective May 4, 2020), and Mr.

Heuszel, the CEO of the Company (joined the SHRG Board effective September 29, 2020).

On March 15, 2021, the Company, through one of its subsidiaries, DSS BioMedical

International, Inc.

entered into a Stock Purchase Agreement (the “Agreement”) with Vivacitas Oncology Inc.

(“Vivacitas”),

to purchase 500,000 shares of its common stock at the per share price of $1.00, with an option to purchase 1,500,000 additional shares

at the per share price of $1.00.

In addition, under the terms of the Agreement, the Company will be allocated two seats on the board of

On March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc.

(“Seller”) to acquire

the Seller’s wholly owned subsidiary Impact Oncology PTE Ltd for the purchase price of $2,480,000 to effectively purchase ownership

of 2,480,000 shares of common stock of Vivacitas.

This agreement includes an option to purchase an additional 250,000 shares of common

As a result of these two transactions, which were closed on March 21, 2021, and March 29, 2021, respectively, the Company owns

an approximate 15.7% equity position in Vivacitas.

The Seller’s largest shareholder is Mr.

Heng Fai Ambrose Chan, the Chairman of

the Company’s board of directors and its largest shareholder.

On July 22, 2021, the Company exercised 1,000,000 of the available

options under the Vivacitas Agreement #1.

The Company’s current equity position in Vivacitas approximates 16%.

On April 21, 2021, the Company

announced its wholly owned subsidiary, Premier Packaging Corporation’s intentions to relocate from its current 48,000 square-foot

manufacturing facility from Victor, NY to a new 105,000 square-foot facility in the Town of Henrietta, NY approximately 15 miles from

its Victor location by the end of 2021.

In connection with this relocation, Premier Packaging has entered into an agreement to sell its

current Victor location and closed the transaction in March 2022.

On May 13, 2021, Sentinel Brokers,

LLC., a subsidiary of the Company entered into a stock purchase agreement (“Sentinel Agreement”) to acquire a 24.9% equity

position of Sentinel Brokers Company, Inc.

(“Sentinel”), a company registered in the state of New York, for the purchase price

Under the terms of this agreement, the Company has the option to purchase an additional 50.1% of the outstanding Class A

Common Shares.

Upon the exercising of this option, but no earlier than one year following the effective date of the Sentinel Agreement,

Sentinel has the option to sell the remaining 25% to the Company.

In consideration of purchase price investment in Sentinel, the Company

is entitled to an additional 50.1% of the net profits of Sentinel.

In December 2022, the Company exercised its option to obtain the additional

50.1% of Sentinel’s common stock and began consolidating its results affective December 1, 2022.

On May 19, 2021, the Company announced that its wholly owned subsidiary,

DSS PureAir, Inc., a Texas corporation (“DSS PureAir”), closed on a Securities Purchase Agreement with Puradigm LLC, a Nevada

limited liability corporation (“Puradigm”).

Pursuant to the terms of the Securities Purchase Agreement, DSS PureAir agreed

to provide Puradigm a secured convertible promissory note in the maximum principal amount of $5,000,000.00 (the “Puradigm Note”).

The Puradigm Note has a two-year term with interest at 6.65% payable quarterly.

All, or part of the Puradigm Note principal balance can

be converted at the sole discretion of DSS PureAir for up to an 18% membership interest in Puradigm LLC.

The Puradigm Note is secured

by all the assets of Puradigm under a security agreement with Puradigm.

June 18, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE financed the purchase of a 40,000 square foot, 2.0

story, Class A+ multi-tenant medical office building located on a 13.62-acre site in Shelton, Connecticut (See Note 7).

In accordance

with Topic 805, the acquisition of the medical acquired has been determined to be an acquisition of assets as substantially all of the

fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.

property was appraised at approximately $7,150,000, of which $6,027,000 and $815,000 were allocated to the facility and land, respectively.

Also included in the value of the property is $308,000 of intangible assets with an estimated useful life of 11 years.

Contained within

the sale-purchase agreement for this facility, is a $1,500,000 earnout due to the seller if certain criteria are met.

As of September

30, 2023, no liability has been recorded for this earnout as management determined it is currently remote.

September 9, 2021, the Company finalized a stock purchase agreement (the “SPA”) with American Pacific Bancorp (“APB”),

which provided for an investment of $40,000,200 by the Company into APB for an aggregate of 6,666,700 shares of the APB’s Class

A Common Stock, par value $0.01 per share.

Subject to the terms and conditions contained in the SPA, the shares issued at a purchase

price of $6.00 per share.

As a result of this transaction, DSS became the majority owner of APB.

APB is organized for the purposes of

being a financial network holding company, focused providing commercial loans and on acquiring equity positions in (i) undervalued commercial

bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan,

Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication

Marketing’s products include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific,

Middle East, and Eastern Europe.

(4) Our Commercial Lending business division, driven by American Pacific Bancorp (“APB”),

is organized for the purposes of being a financial network holding company, focused on acquiring equity positions in (i) undervalued

commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia,

Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication

services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management,

SPAC (special purpose acquisition company) consulting, and advisory capital raising services.

From this financial platform, the Company

shall provide an integrated suite of financial services for businesses that shall include commercial business lines of credit, land development

financing, inventory financing, third party loan servicing, and services that address the financial needs of the world Gig Economy.

September 13, 2021, the Company finalized a shareholder agreement and joint venture between its subsidiary, DSS Financial Management,

(“DFMI”) and HR1 Holdings Limited (“HR1”), a company incorporated in the British Virgin Islands, for the

purpose to operate a vehicle for private and institutional investors seeking a highly liquid investment fund with attractive risk adjusted

returns relative to market unpredictability and volatility.

Under the terms of this agreement, 4000 shares or 40% of the Company’s

subsidiary Liquid Asset Limited Management Limited (“LVAM”), a Hong Kong company was transferred to HR1 whereas at the conclusion

of the transaction DFMI would own 60% of LVAM and HR1 would own 40%.

LVAM executes within reliable platforms and broad market access

and uses proprietary systems and algorithms to trade liquid exchange-traded funds (ETFs), stocks, futures or crypto.

Aimed at providing

consistent returns while offering the unique ability to liquidate the portfolio within 5 to 10 minutes under normal market conditions,

LVAM provides an array of advanced tools and products enabling customers to explore multiple opportunities, strengthen and diversify

their portfolios, and meet their individual investing goals.

On April 7, 2021, the Company entered into a transfer and assignment agreement

(“RIA Agreement”) between DSS Securities, Inc.

(“DSSS”) and AmericaFirst Capital Management, LLC (“Advisor”),

a California limited liability company and the registered investment advisor (“RIA”) to all the funds within the AmericaFirst

Quantitative Funds Trust (“Trust”).

In September of 2021, with the approval of the Trust’s Board of Trustees and its

shareholders, and with the consideration of $600,000 paid, DSSS became the new registered investment advisor to the Trust.

Upon the completion

of the transfer, the Trust was renamed to the DSS AmericaFirst Quantitative Trust.

The DSS AmericaFirst Quantitative Trust is a Delaware

business trust established in 2012.

The Trust currently consists of 4 mutual funds managed by DSS Wealth Management, Inc.:

The DSS AmericaFirst

Income Trends Fund, DSS AmericaFirst Defensive Growth Fund, DSS AmericaFirst Risk-On Risk-Off Fund, and DSS AmericaFirst Large Cap Buyback

The funds seek to outperform their respective benchmark indices by applying a quantitative rules-based approach to security selection.

The DSS AmericaFirst Quantitative Funds is a suite of mutual funds managed by DSS Wealth Management, Inc.

that will expand into numerous

investment platforms including additional mutual funds, exchange-traded funds, unit investment trusts and closed-end funds.

We see substantial

growth opportunities in each of these platforms as we are committed to building and expanding upon an experienced distribution infrastructure.

For DSSS services rendered in its role as RIA, the Trust shall pay a fee for each fund calculated as a percentage of the average daily

The $600,000 consideration given is recorded as an Other intangible asset, net on the Consolidated Balance Sheet at March

As the RIA Agreement has no defined period, this asset has been deemed an infinite life asset and no amortization has been taken.

On December 23, 2021,

DSS purchased 50,000,000 shares at $0.06 per share of Sharing Services Global Corporation (“SHRG”) via a private placement.

SPAC (special purpose acquisition company) consulting services, and advisory capital raising services.

(5) Securities and Investment

Management was established to develop and/or acquire assets in the securities trading or management arena, and to pursue, among other

product and service lines, broker dealers, and mutual funds management.

Also in this segment is the Company’s real estate investment

trusts (“REIT”), organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading

clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator under

a triple-net lease.

the REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate.

(6) Alternative Trading was established to develop and/or acquire assets and investments in the securities trading and/or funds management

Alternative Trading, in partnership with recognized global leaders in alternative trading systems, intends to own and operate

in the US a single or multiple vertical digital asset exchanges for securities, tokenized assets, utility tokens, and cryptocurrency

via an alternative trading platform using blockchain technology.

The scope of services within this section is planned to include asset

issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, and UTO listings on a primary market(s), asset digitization/tokenization

(securities, currency, and cryptocurrency), and the listing and trading of digital assets (securities and cryptocurrency) on a secondary

(7) Digital Transformation was established to be a Preferred Technology Partner and Application Development Solution for mid

cap brands in various industries including the direct selling and affiliate marketing sector.

Digital improves marketing, communications

and operations processes with custom software development and implementation (discontinued in 2023).

(8) The Secure Living division has

developed a plan for fully sustainable, secure, connected, and healthy living communities with homes incorporating advanced technology,

energy efficiency, and quality of life living environments both for new construction and renovations for single and multi-family residential

housing (discontinued in 2023).

(9) The Alternative Energy group was established to help lead the Company’s future in the clean

energy business that focuses on environmentally responsible and sustainable measures.

Alset Energy, Inc, the holding company for this

group, and its wholly owned subsidiary, Alset Solar, Inc., pursue utility-scale solar farms to serve US regional power grids and to provide

underutilized properties with small microgrids for independent energy (discontinued in 2023).

December 23, 2021, DSS purchased 50,000,000 shares at $0.06 per share of Sharing Services Global Corporation (“SHRG”) via

a private placement.

With this purchase, DSS increased its ownership of voting shares from approximately 47% of SHRG to approximately

On January 24,

2022, the Company exercised 50,000,000 warrants received as part of a consulting agreement with SHRG at the exercise price of $0.0001,

bring its ownership percentage of voting shares to approximately 65%.

SHRG aims to build shareholder value by developing or acquiring

businesses that increase the Company’s product and services portfolio, business competencies and geographic reach.

Currently, the

Company, through its subsidiaries, markets and distributes its health and wellness and other products primarily in the United States,

Canada, and the Asia Pacific region using a direct selling business model.

The Company markets its products and services through its

independent sales force, using its proprietary websites, including:

On January 24, 2022, the Company exercised 50,000,000 warrants received as part of a consulting agreement with SHRG at the exercise

price of $0.0001, bring its ownership percentage of voting shares to approximately 65%.

SHRG aims to build shareholder value by developing

or acquiring businesses that increase the Company’s product and services portfolio, business competencies and geographic reach.

Currently, the Company, through its subsidiaries, markets and distributes its health and wellness and other products primarily in the

United States, Canada, and the Asia Pacific region using a direct selling business model.

The Company markets its products and services

through its independent sales force, using its proprietary websites, including:

www.elevacity.com and www.thehappyco.com.

The Company, headquartered

in Plano, Texas, was incorporated in the State of Nevada on April 24, 2015, and is an emerging growth company.

The Company’s Common

Stock is traded, under the symbol “SHRG,” in the OTCQB Market, an over-the-counter trading platforms market operated by OTC

Markets Group Inc.

headquartered in Plano, Texas, was incorporated in the State of Nevada on April 24, 2015, and is an emerging growth company.

The Company’s

Common Stock is traded, under the symbol “SHRG,” in the OTCQB Market, an over-the-counter trading platforms market operated

by OTC Markets Group Inc.

On May 4, 2023, the Company distributed approximately 280 million shares of SHRG beneficially held by DSS and Decentralized

Sharing Systems in the form of a dividend to the shareholders of DSS common stock.

Upon completion of this distribution, DSS will retain

an ownership interest in SHRG of approximately 7%.

Immediately prior to this distribution, DSS owned approximately 81% of the issued and

outstanding common shares of SHRG.

A s a result, SHRG, whose operations represented a significant

portion of our Direct Marketing segment, was deconsolidated from our consolidated financial statements effective as of May 1, 2023 (the

“Deconsolidation”).

The consolidated statement of operations for the fiscal quarter ended September 30, 2023, therefore includes

one month of activity related to SHRG prior to the Deconsolidation.

Subsequent to April 30, 2023 the assets and liabilities of SHRG are

no longer included within our consolidated balance sheets.

Any discussions related to results, operations, and accounting policies associated

with SHRG refer to the periods prior to the Deconsolidation.

five reporting segments are as follows:

Packaging Corporation provides custom packaging services and serves clients in the pharmaceutical, nutraceutical, consumer goods, beverage,

specialty foods, confections, photo packaging and direct marketing industries, among others.

The group also provides active and intelligent

packaging and document security printing services for end-user customers.

In addition, the division produces a wide array of printed

materials, such as folding cartons and paperboard packaging, security paper, vital records, prescription paper, birth certificates, receipts,

identification materials, entertainment tickets, secure coupons, and parts tracking forms.

The division also provides resources and production

equipment for our ongoing research and development of security printing, brand protection, consumer engagement and related technologies.

Premier is nearing completion of its facility expansion with operations expected to begin at the new 105,000 sq.

facility in early

over 25 years, Premier has been a market leader in providing solutions for paperboard packaging from consumer retail packaging and heavy

mailing envelopes, to sophisticated custom folding cartons and complex three-dimensional direct mail solutions.

Premier’s innovative

products and design team delivers packaging that provides functionality, marketability, and sustainability, with its fiber-based packing

solutions providing an alternative to traditional plastic packaging.

2019, we have accelerated the transformation of Premier’s operations, investing in state-of-the-art manufacturing equipment, people,

and processes to increase its capacity, improve quality and delivery, and to ensure it has the resources to support its growing customer

base and their evolving supply chain demands.

(“Commercial Lending”) through its operating company, American Pacific Bancorp (“APB”) provides

an integrated suite of financial services for businesses that include commercial business lines of credit, land development financing,

inventory financing, third party loan, servicing, and services that address the financial needs of the world Gig Economy.

to continue to develop and expand its lending platform to serve the small to mid-size commercial borrower and to continue to acquire

equity positions of commercial banks in the US to develop its lending network and to provide global banking services to clients worldwide,

including servicing markets with limited access to traditional US banking services.

APB’s target customers are businesses with

annual revenues of $5 million to $50+ million, including manufacturers, wholesalers, retailers, distributors, importers, and service

APB has expertise in, and services tailored for, specific industries, including beverage, food and agribusiness, technology,

healthcare, government, higher education, clean technology, and environmental services.

(“Premier”) Premier Packaging Corporation provides custom packaging services and serves clients in the

pharmaceutical, nutraceutical, consumer goods, beverage, specialty foods, confections, photo packaging and direct marketing industries,

among others.

The group also provides active and intelligent packaging and document security printing services for end-user customers.

In addition, the division produces a wide array of printed materials, such as folding cartons and paperboard packaging, security paper,

vital records, prescription paper, birth certificates, receipts, identification materials, entertainment tickets, secure coupons and

parts tracking forms.

The division also provides resources and production equipment for our ongoing research and development of security

printing, brand protection, consumer engagement and related technologies.

(“Commercial Lending”) through its operating company, American Pacific Bancorp, Inc.

is organized for the purposes of being a financial network holding company, focused providing commercial loans and on acquiring equity

positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the

United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related

to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment

leasing, problem asset management, SPAC (special purpose acquisition company) consulting, and advisory capital raising services.

this financial platform, the Company shall provide an integrated suite of financial services for businesses that shall include commercial

business lines of credit, land development financing, inventory financing, third party loan servicing, and services that address the

financial needs of the world Gig Economy.

Biotechnology:

(“Biotech”) This sector, through its subsidiary Impact BioMedical, Inc.

targets unmet, urgent medical needs and expands

the borders of medical and pharmaceutical science.

Impact drives mission-oriented research, development, and commercialization of solutions

for medical advances in human wellness and healthcare.

By leveraging technology and new science with strategic partnerships, Impact Bio

provides advances in drug discovery for the prevention, inhibition, and treatment of neurological, oncology and immuno-related diseases.

Other exciting technologies include a breakthrough alternative sugar aimed to combat diabetes and functional fragrance formulations aimed

at the industrial and medical industry.

(“Biotech”) Impact BioMedical, Inc.

targets unmet, urgent medical needs and expands the borders of medical and pharmaceutical

Impact drives mission-oriented research, development, and commercialization of solutions for medical advances in human wellness

and healthcare.

By leveraging technology and new science with strategic partnerships, Impact BioMedical provides advances in drug discovery

for the prevention, inhibition, and treatment of neurological, oncology and immuno-related diseases.

Other technologies include

a breakthrough alternative sugar aimed to combat diabetes and functional fragrance formulations aimed at the industrial and medical industry.

business model of BioHealth and Impact BioMedical revolves around two methodologies – Licensing and Sales Distribution.

15 unchanged sentences

and critical care businesses.

Urban and suburban communities are in need of modern healthcare facilities that provide a range of

medical outpatient services.

The funds ultimate product is an investor opportunity in a managed medical real estate investment trust.

Estate Title Services:

Alset Title Company, Inc.

provides buyers, sellers, and brokers alike confidence during big real estate

transactions, not just in a transaction, but in the property itself.

Through bundled services, Alset Title Company, Inc.

it all from title searches and insurance to escrow agent assistance.

Brokers Company, Inc.:

Sentinel primarily operates as a financial intermediary, facilitating institutional trading of municipal and corporate bonds

as well as preferred stock, and accelerates the trajectory of the DSS digital securities business.

WestPark, a company we hold a minority interest in, is a full-service investment banking and securities brokerage firm which

serves the needs of both private and public companies worldwide, as well as individual and institutional investors.

BMI is a private investment bank specializing in corporate finance advising, raising equity, and venture services, providing

a global “one-stop” corporate consultancy to listed companies.

From corporate finance to professional valuation, corporate

communications to event management, BMI services companies in the US, Hong Kong, Singapore, Taiwan, Japan, Canada, and Australia.

AmericaFirst:

5 unchanged sentences

(“Direct”) Through its holding company, Decentralized Sharing Systems, Inc.

and its subsidiaries and

partners, including Sharing Services Global Corporation provide an array of products and services, through licensing agreements.

of operations for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022.

and its subsidiaries and partners,

provide an array of products and services which include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific

and Eastern Europe, through licensing agreements.

of operations for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023.

discussion should be read in conjunction with the financial statements and footnotes contained in this Quarterly Report and in our Annual

Report on Form 10-K for the year ended December 31, 2023.

Three months ended

September 30,

Three months ended

September 30,

Nine months ended

September 30,

Nine months ended

September 30,

Printed products

Rental income

Management fee income

Net investment income

2 unchanged sentences

Total Revenue

For the three and nine months ended September 30, 2023, total revenue

decreased 65% and 35% respectively, as compared to the three and nine months ended September 30, 2022.

Revenues from the sale of Printed

products decreased 34% during three months but increased 3% during nine months ended September 30, 2023, as compared to the same period

in 2022 due primarily to orders expected to ship during the 3 rd quarter 2023 being pushed to the 4 th quarter 2023.

The decreases in Rental income, $236,000, and $3,464,000 respectively, for the three months ended September 30, 2023 and $1,485,000, and

$4,656,000, respectively for the three and nine months ended September 30, 2022, is driven by the tenants at AMRE LifeCare being unable

to make full rental payments on a monthly basis.

The decreases in Net investment income of $108,000 for three months ended September 30,

2023 and $422,000 for nine months ended September 30, 2023 as compared to $370,000 and $644,000 for the three and nine months ended September

30, 2022 is due to a number of loans made going on non-accrual as borrowers have struggled to make expect payments.

The Company’s

Direct Marketing revenues decreased 89% and 66% for the three and nine months ended September 30, 2023 as compared to 2022 due primarily

to the Deconsolidation of SHRG as described in Note 1.

Three months ended

September 30,

Three months ended

September 30,

Nine months ended

September 30,

Nine months ended

September 30,

the three months ended March 31, 2024, total revenue decreased 68% as compared to the three months ended March 31, 2023.

Revenues from

the sale of Printed products decreased 50% during three months ended March 31, 2024, as compared to the same period in 2023 due primarily

to orders expected to ship during the 4 th quarter 2022 being pushed to the 1st quarter 2023.

The decreases in Rental income

of 76% for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 is driven by the tenants at AMRE

LifeCare being unable to make rental payments in 2024.

The decreases in Net investment income approximating 19% for the three months

ended March 31, 2024 as compared to the three months ended March 31, 2023 is due to a number of loans made going on non-accrual as borrowers

have struggled to make expect payments.

The Company’s Direct Marketing revenues decreased three months ended March 31, 2024 as

compared to the three months ended March 31, 2023 is due to the Deconsolidation of SHRG as described in Note 1.

Cost of revenue

Printed products

Biotechnology

Commercial lending

Direct marketing

Sales, general and administrative compensation

Sales, general and administrative

Professional fees

Stock based compensation

Sales and marketing

2 unchanged sentences

Other operating expenses

Total costs and expenses

of revenue include all direct costs of the Company’s printed products, including its

packaging and printing sales and its direct marketing sales, materials, direct labor, transportation, and manufacturing facility costs.

In addition, this category includes all direct costs associated with the Company’s technology sales, services and licensing including

hardware and software that are resold, third-party fees, and fees paid to inventors or others because of technology licenses or settlements,

Cost of revenue for our Securities operating segments is comprised mainly of our REIT line of business and includes all direct

cost associated with the maintenance and upkeep of the related facilities, depreciation, amortization, and the costs to acquire the facilities.

Our Commercial Lending operating segment has costs of revenue associated with the impairment of notes receivable for those amounts at

risk of collection.

Total costs of revenue decreased 49% for three-months ended September 2023 as compared to 2022 and decreased 34% for

nine-months ended September 2023 as compared to September 2022 primarily related to the Deconsolidation of SHRG as described in Note 1.

general and administrative compensation costs, excluding stock-based compensation, decreased 84% and 63% for the three and nine months

ended September 30, 2023 as compared to the same periods in 2022 due primarily to the Deconsolidation of SHRG as described in Note 1.

fees decreased 61% and 49%, during the three and nine months ended September 30, 2023, as compared to the same periods in 2022 respectively,

primarily due to a decrease in legal fees associated with the direct marketing segment, accounting fees, and due diligence fees related

to potential acquisitions.

based compensation includes expense charges for all stock-based awards to employees, directors, and consultants.

Such awards include

option grants, warrant grants, and restricted stock awards.

There was no stock based compensation during the nine months ended September

costs and expenses

of revenue include all direct costs of the Company’s printed products, including its packaging and printing sales and its direct

marketing sales, materials, direct labor, transportation, and manufacturing facility costs.

In addition, this category includes all direct

costs associated with the Company’s technology sales, services and licensing including hardware and software that are resold, third-party

fees, and fees paid to inventors or others because of technology licenses or settlements, if any.

Cost of revenue for our Securities

operating segments is comprised mainly of our REIT line of business and includes all direct cost associated with the maintenance and

upkeep of the related facilities, depreciation, amortization, and the costs to acquire the facilities.

Our Commercial Lending operating

segment has costs of revenue associated with the impairment of notes receivable for those amounts at risk of collection.

of revenue decreased 42% for three months ended March 31, 2024 as compared to 2023 is primarily related to the Deconsolidation of SHRG

as described in Note 1.

Also, cost of revenue decreased at Premier for the same time period due to the decrease in product shipped.

general and administrative compensation costs, excluding stock-based compensation, decreased 76% for three months ended March 31,

2024 as compared to 2023 is primarily related to the Deconsolidation of SHRG as described in Note 1.

fees increased 77% for three months ended March 31, 2024 as compared to 2023 due primarily to primarily due to increases in

accounting fees for tax return preparation as well as audit fees associated with the required SEC reporting for ImpactBio offset by

settlement of disputed legal fees of approximately $743,000 during the first quarter of 2023.

and marketing which include internet and trade publication advertising, travel and entertainment costs, sales-broker commissions,

and trade show participation expenses.

Sales and marketing decreased 84% and 64% during the three and nine months ended September 30,

2023 as compared to the same periods in 2022 respectively, due primarily to the Deconsolidation of SHRG as described in Note 1.

and utilities decreased 47% during the three months period but increased 4% for nine months ended September 30, 2023, as

compared to the same period in 2022 respectively, primarily due to end of the lease in Tennessee for AMRE office space and California for the Company’s DSS Wealth Management subsidiary.

rented additional space at our facility leased in Houston, Texas started during the 2022 as well as Premier Packaging’s

leased facility beginning in March 2022.

and development costs decreased 28% and 3% during the three and nine months ended September 30, 2023, as compared to the same period

in 2022 respectively, due to a decrease in such activities at our Impact Biomedical, Inc.

Sales and marketing decreased 73% three months ended March 31, 2024 as compared to 2023 due primarily

to the Deconsolidation of SHRG as described in Note 1.

and utilities decreased 42% primarily due to end of the lease in Tennessee for AMRE office space and California for the Company’s

DSS Wealth Management subsidiary as well as the deconsolidation of SHRG.

primarily due to end of the lease in Tennessee for AMRE office

space and California for the Company’s DSS Wealth Management subsidiary as well as the deconsolidation of SHRG.

and development costs represent costs consisting primarily of independent, third-party testing of the various properties of each

technology the Company owns possesses as well as research on new technologies.

These costs decreased 72% the three months ended March

31, 2024 as compared to March 31, 2023, due primarily to the cessation of the Company’s research and development contract with

GRDG at the end of 2023.

operating expenses consist primarily of equipment maintenance and repairs, office supplies, IT support, and insurance costs.

the three and nine months ended September 30, 2023, other operating expenses decreased 94% but increased 123% as compared to the same

period in 2022 respectively, due primarily to the reserves put against rent receivables during the nine months ended September 30, 2023 at our AMRE subsidiary approximating

$3.4 million.

During the three months ended March 31, 2024 as compared to March 31, 2023, the fluctuation is due primarily to the Deconsolidation

of SHRG as described in Note 1.

Income (Expense)

Three months ended

September 30,

Three months ended

September 30,

Nine months ended

September 30,

Nine months ended

September 30,

Interest Income

3 unchanged sentences

Loss on investments

(14,302,000 )

(30,490,000 )

(10,479,000 )

Gain/(loss) on equity method investment

Gain/(Loss) on extinguishment of debt

Loss on equity method investment

Provision for loan losses

Loss on disposal of operations, net of taxes

Total other income

$ (1,578,000 )

$ (10,054,000 )

$ (35,897,000 )

other expense

$ (3,053,000 )

income is recognized on the Company’s money markets, and a portion of notes receivable, identified in Note 4.

expense for the nine months ended September 30, 2022 is driven by the impairment of investments and notes receivables for SHRG approximating

No similar activity occurred in 2023.

expenses increased 21% and 338% during the three and nine months ended September 30, 2023, as compared to the same period

in 2022, due to decreasing debt balances.

income (expense) for the three months ended March 31, 2024 as compared to 2023 increased 132% due primarily to cost incurred in 2023

regarding the Company’s distribution agreement with BioMed Technologies.

expenses decreased 81% during the three months ended March 31, 2024, as compared to the same period in 2023,

due to decreasing debt balances.

on investments consists of net realized losses on marketable securities which are recognized as the difference between the purchase

1 unchanged sentence

in fair market value on our common stock investment.

Also included is a loss approximating $29.2 million associated with the Deconsolidation

of SHRG (see Note 1).

on equity method investment is the Company’s prorated portion of earnings on its investments treated under the equity method

of account for the three and nine months ended September 30, 2023.

on extinguishment of debt During the three months ended June 30, 2022, SHRG’s $110,000 SBA Paycheck Protection Program was

forgiven in full.

on sale of assets is driven by the Company’s loss on the sale of equity of HWH Holdings Inc and loss on sale of assets of HWH

World as identified in Note 7.

Three months ended

September 30,

of account for the three months ended March 31, 2024 as compared to 2023

Three months ended

September 30,

Nine months ended

September 30,

Nine months ended

September 30,

Loss from continuing operations

$ (6,681,000 )

$ (24,802,000 )

$ (53,039,000 )

$ (39,161,000 )

$ (6,681,000 )

$ (24,802,000 )

March 31, 2024

Three months ended March 31, 2023

Loss from operations

$ (5,109,000 )

$ (8,633,000 )

For the three and nine months ended September 30, 2023, the Company

recorded net losses of $6,681,000 and $53,039,000, respectively as compared to net losses of $24,802,000 and $39,161,000, respectively

for September 30, 2022.

The decrease in net loss during the three months ended September 30, 2023, is driven by the Deconsolidation of

SHRG as described in Note 1.

the three months ended March 31, 2024 the Company recorded net losses of $5,109,000 as compared to net losses of $8,633,000 for the same

period in 2023.

The decrease in net loss is driven by the Deconsolidation of SHRG as described in Note 1.

AND CAPITAL RESOURCES

The Company has historically met its liquidity and capital requirements

primarily through the sale of its equity securities and debt financing.

As of September 30, 2023 the Company had cash of approximately

$6.9 million.

As of September 30, 2023, the Company believes that it has sufficient cash to meet its cash requirements for at least the

next 12 months from the filing date of this Annual Report.

In addition, the Company believes that it will have access to sources of capital

from the sale of its equity securities and debt financing.

The deconsolidation of SHRG and sale of HWH Holdings, Inc, two

companies with historical losses, will also is expected to improve future cash flows.

Company has historically met its liquidity and capital requirements primarily through the sale of its equity securities and debt financing.

As of March 31, 2024 the Company had cash of approximately $9.3 million.

As of March 31, 2024, the Company believes that it has sufficient

cash to meet its cash requirements for at least the next 12 months from the filing date of this Annual Report.

In addition, the Company

believes that it will have access to sources of capital from the sale of its equity securities and debt financing.

The deconsolidation

of SHRG and sale of HWH Holdings, Inc, two companies with historical losses, also is expected to improve future cash flows.

Flow from Continuing Operating Activities

cash used from continuing operating activities was $21,035,000 for the nine months ended September 30, 2023 as compared to

$23,251,000 for the nine months ended September 30, 2022.

This fluctuation is driven by increases in net loss and decrease in

inventory of $5,270,000, accounts receivable of $2,520,000 off-set by accrued expenses of $15,549,000 during 2023.

cash used from operating activities was $2,150,000 for the three months ended March 31, 2024 as compared to $14,199,000 for three months

ended March 31, 2023.

This fluctuation is driven by decreases in net loss approximating $3,524,000.

Flow from Investing Activities

cash provided by investing activities was $11,885,000 for the nine months ended September 30, 2023 as compared to net cash used of $17,816,000

for the nine months ended September 30, 2022.

This fluctuation is driven by the sale of marketable securities approximating $11,330,000

during 2023 versus the purchase of marketable securities approximating $14,254,000 during 2022.

cash provided by investing activities was $5,097,000 for the three months ended March 31, 2024 as compared to net cash provided by investing

activities of $11,537,000 for the three months ended March 31, 2023.

This fluctuation is driven by the sale of marketable securities

approximating $11,330,000 during 2023 versus $1,160,000 during 2024.

This is offset by receipts on Notes receivable of $3,971,000 in

2024 versus $764,000 in 2023.

Flow from Financing Activities

Net cash used from financing activities was $3,243,000 for the nine months

ended September 30, 2023 and represents payment of debt of $4,056,000 offset by borrowings of debt of $813,000.

During the nine months

ended September 30, 2022, net cash provided by financing activities was driven by borrowings of long-term debt of $6,360,000 and issuance

of common stock of $1,518,000.

cash used from financing activities was $310,000 for the three months ended March 31, 2024 as compared to net cash used from financing

activities of $2,896,000 for the three months ended March 31, 2023.

This variance is driven by payments toward long term debt of $1,399,000

in 2024 versus $4,002,000 in 2023.

Sheet Arrangements

8 unchanged sentences

There have been

no material changes to such critical accounting policies as of the Quarterly Report on Form 10-Q for the quarter ended September 30,

no material changes to such critical accounting policies as of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis