What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-13 compared with 2024-08-13 · 180 added, 149 removed, 184 unchanged (64% of the section changed)

28 unchanged sentences

(“Premier”), a New York corporation.

Premier operates in the paper board and fiber based folding carton,

consumer product packaging, and document security printing markets.

It markets, manufactures, and sells sophisticated custom folding

cartons, mailers, photo sleeves and complex 3-dimensional direct mail solutions.

Premier is currently located in its new facility in

Rochester, NY, and primarily serves the US market.

(2) The Biotechnology business line was created to invest in or acquire companies

in the BioHealth and BioMedical fields, including businesses focused on the advancement of drug discovery and prevention, inhibition,

and treatment of neurological, oncological, and immune related diseases.

This division is also targeting unmet, urgent medical needs,

and is developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza.

(3) Direct Marketing, led by the holding corporation, Decentralized Sharing Systems, Inc.

(“Decentralized”) provides services

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

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.

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).

Premier operates in the paper board and fiber based folding

carton, consumer product packaging, and document security printing markets.

It markets, manufactures, and sells sophisticated custom

folding cartons, mailers, photo sleeves and complex 3-dimensional direct mail solutions.

Premier is currently located in its new

facility in Rochester, NY, and primarily serves the US market.

(2) The Biotechnology business line was created to invest in or

acquire companies in the BioHealth and BioMedical fields, including businesses focused on the advancement of drug discovery and

prevention, inhibition, and treatment of neurological, oncological, and immune related diseases.

This division is also targeting

unmet, urgent medical needs, and is developing open-air defense initiatives, which curb transmission of air-borne infectious

diseases, such as tuberculosis and influenza.

(3) Direct Marketing, led by the holding corporation, Decentralized Sharing Systems,

(“Decentralized”) provides services to assist companies in the emerging growth “Gig” business model of

peer-to-peer decentralized sharing marketplaces.

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 Financial, Inc.

(“APF”, formally American Pacific Bancorp, Inc.

“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

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.

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

(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

86 unchanged sentences

America, Asia Pacific and Eastern Europe, through licensing agreements.

of operations for the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023.

of operations for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 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

June 30, 2024

Three months ended

June 30, 2023

Six months ended

June 30, 2024

Six months ended

June 30, 2023

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

September 30,

(as restated)

Printed products

4 unchanged sentences

Total Revenue

the three months ended June 30, 2024, total revenue decreased 42% as compared to the three months ended June 30, 2023.

The decreases

in Rental income of 72% is driven by the tenants at AMRE LifeCare being unable to make rental payments in 2024.

The decreases in Net

investment income approximating 79% is due to a number of loans made going on non-accrual as borrowers have struggled to make expect

The Company’s Direct Marketing revenues decreased 100% is due to the Deconsolidation of SHRG as described in Note 1.

the six months ended June 30, 2024, total revenue decreased 58% as compared to the six months ended June 30, 2023.

Revenues from the

sale of Printed products decreased 32% 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 74% is driven by the tenants at AMRE LifeCare being unable to make rental payments

The decreases in Net investment income approximating 57% 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 100% is due to the Deconsolidation of

SHRG as described in Note 1.

Three months ended

June 30, 2024

Three months ended

June 30, 2023

Six months ended

June 30, 2024

Six months ended

For the three months ended September

30, 2024, total revenue increased 34% as compared to the three months ended September 30, 2023.

The increase in Printed Product revenue

of approximately 46% is driven by new customer orders.

The increases in Rental income of 110% is driven by new tenants at AMRE LifeCare

Pittsburg facility being making rental payments in 2024.

The decreases in Net investment income approximating 58% 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 100% as the change in business plan from maintaining its own sales force to licensing its products has been slow to generate

For the nine months ended September

30, 2024, total revenue decreased 28% as compared to the nine months ended September 30, 2023.

Revenues from the sale of Printed products

decreased 12% due primarily to orders expected to ship during the 4 th quarter 2022 being pushed to the 1st quarter 2023 as

well as decrease in orders from two existing customers.

The decreases in Rental income of 61% is driven by the tenants at AMRE LifeCare

being unable to make rental payments in 2024.

The decreases in Net investment income approximating 57% 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 100%

as the change in business plan from maintaining its own sales force to licensing its products has been slow to generate revenue.

September 30,

(as restated)

Cost of revenue

20 unchanged sentences

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

of revenue decreased 20% for six months ended June 30, 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 62% for six months ended June 30, 2024

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

fees decreased 26% for six months ended June 30, 2024 as compared to 2023 due primarily to primarily due to efforts taken to decrease

these cost primarily at the Company’s Impact Bio subsidiary in anticipation of its IPO.

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 69% during the six months ended June 30, 2024 as compared to 2023

due primarily to the Deconsolidation of SHRG as described in Note 1.

and utilities decreased 15% during the six months ended June 30, 2024 as compared to 2023 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 89% the six months ended June 30,

2024 as compared to June 30, 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 six months ended June 30, 2024 as compared to June 30, 2023, the fluctuation is due primarily to the Deconsolidation of SHRG as described

Total costs of

revenue decreased 5% for nine months ended September 30, 2024 as compared to 2023 is primarily related to the decrease in revenue associate

with the change in the Direct marketing business plan that has been slow to generate revenue as well as decrease in revenues from our

Printed product business line.

Sales, general and administrative

compensation costs, excluding stock-based compensation, decreased 18% for nine months ended September 30, 2024 as compared to 2023

is primarily related the decrease in head count as the change in business plan from maintaining our own sales force for the Direct marketing

business segment to licensing its products.

Professional fees decreased

32% for nine months ended September 30, 2024 as compared to 2023 due primarily to primarily due to efforts taken to decrease these cost

primarily at the Company’s Impact Bio subsidiary in anticipation of its IPO.

Sales and marketing which

include internet and trade publication advertising, travel and entertainment costs, sales-broker commissions, and trade show participation

Sales and marketing remained flat during the nine months ended September 30, 2024 as compared to 2023 due as the decrease in

such cost associated with our Direct marketing business segment were offset by increases in our Printed Products and Biotechnology business

Rent and utilities decreased

15% during the nine months ended September 30, 2024 as compared to 2023 primarily due to end of the lease in Tennessee for AMRE office

space and California for the Company’s DSS Wealth Management subsidiary.

Research 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 93% the nine months ended September 30, 2024 as compared

to September 30, 2023, due primarily to the cessation of the Company’s research and development contract with GRDG at the end of

Other operating expenses consist

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

These costs decrease approximately 56%

during the nine months ended September 30, 2024 as compared to September 30, 2023, due primarily to the write-off of accounts receivable

associated with our AMRE LifeCare facilities of approximately $3,023,000 in 2023 as the tenant was unable to pay rent.

Income (Expense)

Three months ended

June 30, 2024

Three months ended

June 30, 2023

Six months ended

June 30, 2024

Six months ended

September 30,

(as restated)

Interest Income

Dividend Income

Interest Expense

Other Income (expense)

Interest Expense

Foreign Currency Translation Adjustment

Loss on investments

(Loss) gain on equity method investment

(Loss) gain on investments

$ (1,021,000 )

$ (2,471,000 )

Gain/(loss) on equity method investment

Impairment of assets upon deconsolidation

$ (6,220,000 )

Provision for loan losses

Loss on disposal of operations, net of taxes

Total other expense

$ (4,936,000 )

Gain (loss) on sale

$ (1,281,000 )

Total other income

$ (1,030,000 )

$ (1,577,000 )

$ (1,638,000 )

$ (14,004,000 )

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

income for the six months ended June 30, 2024 as compared to 2023 decreased 78% due primarily to income incurred in 2023 regarding

the Company’s distribution agreement with BioMed Technologies.

expenses decreased 51% during the six months ended June 30, 2024, as compared to the same period in 2023, due to decreasing debt

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

price and sale price of the common stock investment, and net unrealized losses on marketable securities which are recognized on the change

in fair market value on our common stock investment.

The decrease in loss on investment for the six months ended June 30, 2024 as compared

to 2023 is driven by the deconsolidation of SHRG which resulted in a loss of approximately $29,196,000.

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

of account for the six months ended June 30, 2024 as compared to 2023.

Three months ended

June 30, 2024

Three months ended

June 30, 2023

Six months ended

June 30, 2024

Six months ended

June 30, 2023

The decrease in interest income is driven by several notes being put on non-accrual as the related borrowers have

shown an inability to pay timely.

(expense) for the nine months ended September 30, 2024 as compared to 2023 decreased 72% due primarily to income incurred in

2023 regarding the Company’s distribution agreement with BioMed Technologies.

Interest expenses decreased

45% during the nine months ended September 30, 2024, as compared to the same period in 2023, due to decreasing debt balances.

(Loss) gain on equity

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

account for the six months ended September 30, 2024 as compared to 2023.

(Loss) gain on

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

price and sale price of the common stock investment, and net unrealized losses on marketable securities which are recognized on the

change in fair market value on our common stock investment.

The decrease in loss on investment for the nine months ended September

30, 2024 as compared to 2023 is driven by better performance of our stock portfolio.

Impairment of assets upon deconsolidation

represents the impairment of assets recognized due to the deconsolidation of SHRG approximately

$6,220,000 which is recorded as an impairment of assets due to the deconsolidation in

our consolidated statements of operations.

September 30,

Nine months ended

September 30, 2023

(as restated)

Loss from continuing operations

$ (5,701,000 )

2 unchanged sentences

$ (29,580,000 )

the six months ended June 30, 2024 the Company recorded net losses of $46,357,000 as compared to net losses of $10,063,000 for the same

period in 2023.

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

Income (loss) from discontinued operations, net of tax

$ (5,701,000 )

$ (6,680,000 )

$ (15,762,000 )

$ (33,061,000 )

For the nine months ended September

30, 2024 the Company recorded net losses of $15,762,000 as compared to net losses of $33,061,000 for the same period in 2023.

in net loss is driven by decreases in the Provision for loan losses, impairment of assets upon deconsolidation, the improved performance

of our stock portfolio as well as the deconsolidation of SHRG.

AND CAPITAL RESOURCES

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

As of June 30, 2024 the Company had cash of approximately $10.7 million.

As of June 30, 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.

As of September 30, 2024 the Company had cash of approximately $11.6 million.

As of September 30, 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 Quarterly Report.

In addition, the Company

3 unchanged sentences

Flow from Continuing Operating Activities

cash used by operating activities was $5,574,000 for the six months ended June 30, 2024 as compared to $19,715,000 for six months

ended June, 2023.

cash used by operating activities was $9,181,000 for the nine months ended September 30, 2024 as compared to $21,035,000 for nine months ended

September, 2023.

This fluctuation is driven by decreases in net loss, after reconciling items, approximating $371,000.

Company paid litigation losses during the 1 st quarter of 2023 of approximately $8,750,000.

Also, the Company paid

litigation losses during the 1 st quarter of 2023 of approximately $8,750,000.

Flow from Investing Activities

cash provided by investing activities was $8,776,000 for the six months ended June 30, 2024 as compared to net cash provided by investing

activities of $13,376,000 for the six months ended June 30, 2023.

cash provided by investing activities was $9,916,000 for the nine months ended September 30, 2024 as compared to net cash provided by investing

activities of $11,885,000 for the nine months ended September 30, 2023.

This fluctuation is driven by the sale of marketable securities approximating

$11,330,000 during 2023 versus purchases of $379,000 during 2024.

$11,330,000 during 2023 versus a sale of $3,029,000 during 2024.

This is offset by receipts on Notes receivable of $4,039,000 in 2024

1 unchanged sentence

Flow from Financing Activities

cash provided by financing activities was $902,000 for the six months ended June 30, 2024 as compared to net cash used by financing

activities of $2,918,000 for the six months ended June 30, 2023.

This variance is driven by payments toward long term debt of $1,269,000

in 2024 versus $5,519,000 in 2023.

cash provided by financing activities was $4,281,000 for the nine months ended September 30, 2024 as compared to net cash used by financing activities

of $3,243,000 for the nine months ended September 30, 2023.

This variance is driven by payments toward long term debt of $1,492,000 in 2024

versus $4,056,000 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 June 30, 2024.

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