DSS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

FORWARD-LOOKING STATEMENTS

Certain statements contained herein this report constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "1995 Reform Act"). Except for the historical information contained
herein, this report contains forward-looking statements (identified by words
such as "estimate", "project", "anticipate", "plan", "expect", "intend",
"believe", "hope", "strategy" and similar expressions), which are based on our
current expectations and speak only as of the date made. These forward-looking
statements are subject to various risks, uncertainties and factors, that could
cause actual results to differ materially from the results anticipated in the
forward-looking statements.



Overview



The Company, incorporated in the state of New York in May 1984 has conducted
business in the name of Document Security Systems, Inc. On September 16, 2021,
the board of directors approved an agreement and plan of merger with a wholly
owned subsidiary, DSS, Inc. (a New York corporation, incorporated in August
2020), for the sole purpose of effecting a name change from Document Security
Systems, Inc. to DSS, Inc. This change became effective on September 30, 2021.
DSS, Inc. maintained the same trading symbol "DSS" and updated its CUSIP number
to 26253C 102.

DSS, Inc. (together with its consolidated subsidiaries, referred to herein as
"DSS," "we," "us," "our" or the "Company") currently operates nine (9) distinct
business lines with operations and locations around the globe. These 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.



Our divisions, their business lines, subsidiaries, and operating territories:
(1) Our Product Packaging line is led by Premier Packaging Corporation, Inc.
("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. Direct
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. Also 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. Alt.
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 sector. Digital improves
marketing, communications and operations processes with custom software
development and implementation. (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. (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.



29

On 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 solution. 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. Moving 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.



On 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.



On 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 September 30, 2020,
the Company classified its investment in Sharing Services Global Corp. ("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.
The 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, bring its ownership percentage of voting shares to approximately 65%.
The Company, via three (3) of the Company's existing board members, currently
holds four (4) of the five (5) SHRG board of director seats. Mr. 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.
Frank D. 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 Vivacitas. 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 stock. 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%.



30







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 on 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 of $300,000. Under the terms of
this agreement, the Company as 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 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



On May 14, 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. The outstanding principal and interest as of September
30, 2022 and December 31, 2021, approximated $5,333,000 and $5,081,000,
respectively, which is included in Current portion of notes receivable on the
accompanying consolidated balance sheet.



On 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. This property was
appraised at approximately $7,150,000, of which $6,027,000 and $815,000 was
allocated to the facility and land respectively. Also include 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, 2022, no liability has been recorded for this earnout as
management determined it is currently remote.



On September 9, 2021, the Company finalized a stock purchase agreement (the
"SPA") with American Pacific Bancorp ("APB"), which provided for an investment
of $40,000,000 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 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.



On September 13, 2021, the Company finalized a shareholder agreement and joint
venture between its subsidiary, DSS Financial Management, Inc. ("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 Fund. 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 net
assets. The $600,000 consideration given is recorded as an Other intangible
asset, net on the Consolidated Balance Sheet at September 30, 2022. As the RIA
Agreement has no defined period, this asset has been deemed an infinite life
asset and no amortization has been taken.



On November 4, 2021, AMRE LifeCare Portfolio, LLC. ("AMRE LifeCare"), a
subsidiary of AMRE, acquired three medical facilities located in Fort Worth,
Texas, Plano, Texas, and Pittsburgh, Pennsylvania for a purchase price of
$62,000,000. In accordance with Topic 805, the acquisition of the medical
facility 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. These assets are
classified as investments, real estate on the consolidated balance sheet. The
purchase price has been allocated as $32,100,000, $12,100,000, and $1,500,000
for the facility, land and site improvements respectively. Also include in the
value of the property is $16,321,000 of intangible assets with estimated useful
lives ranging from 1 to 11 years. All assets were allocated on a relative fair
value basis.



On December 21, 2021, AMRE Winter Haven, LLC. ("AMRE Winter Haven"), a
subsidiary of AMRE, acquired a medical facility located in Winter Haven, Florida
for a purchase price of $4,500,000. In accordance with Topic 805, the
acquisition of the medical facility 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. These assets are classified as investments, real estate on the
consolidated balance sheet. The purchase price has been approximately allocated
as $3,200,000, $1,000,000, and $222,000 for the facility, land and site and
tenant improvements respectively. Also include in the value of the property is
$29,000 of intangible assets with an estimated useful life of approximating 5
years. All assets were allocated on a relative fair value basis.



31

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. With this
purchase, DSS increased its ownership of voting shares from approximately 47% of
SHRG to approximately 58%. 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%. 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.



On May 17, 2022, the shareholders of the Company approved the issuance of up to
21,366,177 Shares our Common Stock to Alset International Limited ("Alset
International"), a related party, to purchase the Convertible Promissory Note
issued by American Medical REIT, Inc. with a principal amount of $8,350,000 and
accrued but unpaid interest of $367,400 through May 15, 2022. This transaction
was finalized in July 2022.



On May 17, 2022, the shareholders of the Company approved the acquisition of
62,122,908 shares of True Partners Capital Holdings Limited ("True Partners"), a
company publicly traded on the Hong Kong stock exchange in exchange for
17,570,948 shares of DSS stock. The True Partner shares were acquired from Alset
EHome International, Inc. ("Alset EHome"), a related party. Mr. Heng Fai Ambrose
Chan, our director and Executive Chairman, is also Chairman of the Board, Chief
Executive Officer, and the largest beneficial owner of the outstanding shares of
Alset EHome. This transaction was completed with the transfer of DSS share to
Alset EHome on July 1, 2022 with the issuance of DSS shares, which were valued
at $0.34 per share, to Alset EHome.



On August 25, 2022, DSS PureAir, a subsidiary of the Company finalized an asset
purchase agreement with Celios Corporation ("Celios") to acquire inventory,
patents associated with that inventory, and other intangible assets from Celios
for $900,000. In accordance with Topic 805, the acquisition of the inventory and
related patents 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. The
inventory acquired was valued at $491,000, while the related patents were valued
at $340,000 with an estimated remaining useful life of 20 years.

The five reporting segments are as follows:

Premier Packaging: 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. Premier is nearing completion of its facility expansion
with operations expected to begin at the new 105,000 sq. ft. facility in early
March 2022.

For 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.

Since 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: ("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. APB intends
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 companies. 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.



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.

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

1) Impact develops valuable and unique patented technologies which will be
licensed to pharmaceutical, large consumer package goods companies and venture
capitalists in exchange for usage licensing and royalties.

2) Impact utilizes the DSS ecosystem to leverage its sister companies that have
in place distribution networks on a global scale. Impact will engage in branded
and private labelling of certain products for sales generation through these
channels. This global distribution model will give direct access to end users of
Impact's nutraceutical and health related products.



32







Securities and Investment Management: ("Securities") Securities was established
to develop and/or acquire assets in the securities trading or management arena,
and to pursue, among other product and service lines, real estate investment
funds, broker dealers, and mutual funds management. This business sector has
already established the following business lines and associated products and
services:

? REIT Management Fund: In March 2020, DSS Securities formed AMRE (“American

Medical REIT”) and its management company AAMI (“AMRE Asset Management, Inc.)

Through AAMI/AMRE, a medical real estate investment trust, fulfills community

needs for quality healthcare facilities while enabling care providers to

allocate their capital to growth and investment in their contemporary clinical

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.

? Real 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. provides it all from title searches and insurance to

escrow agent assistance.

? Sentinel: 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: 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: 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.

? DSS AmericaFirst: DSS AmericaFirst is a suite of mutual funds managed by DSS

Wealth Management. DSS AmericaFirst expects to expand into numerous investment

platforms including additional mutual funds, exchange-traded funds, unit

investment trusts, and closed-end funds. DSS AmericaFirst currently consists

of four mutual funds that seek to outperform their respective benchmark

indices by applying a quantitative rules-based approach to security selection.

Direct Marketing: (“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 an
independent contractor network.

For example, Decentralized's wholly owned subsidiary, HWH World, Inc. promotes
products and services that fulfill its corporate position of health, wealth, and
happiness. The HWH Marketplace through its brands desires to help its customers
become the healthiest, happiest versions of themselves. For the health
component, the company offers herbal alternatives of nutraceutical, consumables
and topicals, dietary supplements, beauty and skin care products, personal care,
gut health products, aloe vera based supplements, and other wellness products.
As to the wealth component, the company is developing educational tools to its
users to better manage individual finances and savings programs to help its
consumers find each consumer's individual financial goal. As to the happiness
component, the company is working with other partners to either acquire or
partner in products and/or services to allow its consumers to enjoy and healthy
living, including a global travel membership network.



Further, Sharing Services, through its subsidiary Elevacity, markets and
distributes health and wellness products under the "Elevate" brand, primarily in
the United States and Canada. Sharing Services markets its products and services
through its independent contractor distribution system and using its proprietary
website: www.elevacity.com. In February 2021, the Company launched its new
business brand, "The Happy Co.," at its Elevacity division. Elevacity as several
well-known and signature products, including its top product lines of "Happy
Coffees" and "Nootropic Beverages". Elevacity also sells a "healthy shake", a
"Keto Coffee Booster", "Energy Caps", "XanthoMax© Happy Caps", "Wellness Vitamin
Patches", various beauty and skin care products, and other wellness products.

Results of operations for the three and nine months ended September 30, 2022, as
compared to the three and nine months ended September 30, 2021.

This 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 and 10K/A for the year ended December 31, 2021.



Revenue



                                        Three months         Three months                     Nine months ended     Nine months ended
                                      ended September      ended September                      September 30,         September 30,
                                          30, 2022             30, 2021         % Change            2022                  2021             % Change

Printed products                      $      5,032,000     $      3,416,000            47 %   $      12,650,000     $      10,652,000             19 %
Rental income                                1,485,000              184,000           707 %           4,656,000               184,000           2430 %
Management fee income                           38,000                    -           N/A                38,000                     -            N/A
Net investment income                          370,000                    -           N/A               644,000                     -            N/A
Direct marketing                             4,937,000              966,000           411 %          17,939,000             2,382,000            653 %

Total Revenue                         $     11,862,000     $      4,566,000           160 %   $      35,927,000     $      13,218,000            172 %




For the three and nine months ended September 30, 2022, total revenue increased
160% and 172% respectively, as compared to the three and nine months ended
September 30, 2021. Revenues from the sale of Printed products increased 47% and
19% during the three and nine months ended September 30, 2022, as compared to
the same period in 2021, primarily due to efforts to meet customer demands after
manufacturing down time that occurred during Q1 2022 related to relocating
Premier's manufacturing plant during Q1 2022. Rental income increased 707% and
2430% for the three and nine months ended September 30, 2022 as compared to the
same period in 2021 as it represented new revenue stream beginning in June 2021.
Net investment income of $370,000 and $644,000 for the three and nine months
ended represents a new revenue stream beginning in September 2021 for the
Company associated with our Commercial Lending business segment. The Company's
Direct Marketing revenues increased 411% and 653% for the three and nine months
ended September 30, 2022 as compared to 2021 due primarily to the increase sales
in our Asian markets, and the inclusion of SHRG revenue for the period January
1, 2022, to September 30, 2022.



33







Costs and expenses



                                     Three months        Three months                        Nine months         Nine months
                                    ended September     ended September                    ended September     ended September
                                       30, 2022            30, 2021          % Change         30, 2022             30,2021         % Change

Cost of revenue, inclusive of
depreciation and amortization       $    11,368,000     $     3,406,000            234 %   $    27,653,000     $    10,045,000           175 %
Sales, general and administrative
compensation                              6,968,000           3,242,000            115 %        20,117,000           9,569,000           111 %
Professional fees                         2,919,000           1,245,000            134 %         6,416,000           3,444,000            86 %
Stock based compensation                          -              13,000    

      -100 %             4,000              42,000           -90 %
Sales and marketing                       3,110,000           1,060,000            193 %         9,952,000           2,586,000           285 %
Rent and utilities                          295,000              42,000            602 %           632,000             175,000           261 %

Research and development                    331,000             190,000             74 %           705,000             645,000             9 %
Other operating expenses                  1,054,000             913,000             15 %         2,430,000           2,703,000           -10 %

Total costs and expenses            $    26,045,000     $    10,111,000    

       158 %   $    67,969,000     $    29,209,000           133 %




Costs of revenue, inclusive of depreciation and amortization includes all direct
costs of direct marketing and printed products revenues, including materials,
direct labor, transportation, manufacturing facility costs and depreciation.
Costs of goods sold increased 234% and 175% for the three and nine months ended
September 30, 2022, respectively as compared to the same periods in 2021. This
increase is driven primarily by an increase in depreciation and amortization
associated with assets acquired by our REIT line of business as well as
increases in manufacturing costs associated with the products sold as part of
our Direct Marketing, and Packaging and Printing segments, in particular,
increases in freight, paper, and overhead costs.

Sales, general and administrative compensation costs, excluding stock-based
compensation, increased 115% and 111% for the three and nine months ended
September 30, 2022 as compared to the same periods in 2021 primarily due to
additional head count associated with the inclusion of SHRG compensation costs
for the beginning on January 1, 2022.

Professional fees increased 134% and 86%, during the three and nine months ended
September 30, 2022, as compared to the same periods in 2021 respectively,
primarily due to an increase in legal fees associated with the direct marketing
segment, accounting fees, and due diligence fees related to potential
acquisitions.



Stock 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. Stock based compensation decreased 100% and
90% during the three and nine months ended September 30, 2022, as compared to
the same periods in 2021 respectively, driven by the expiration of options
awarded to employees no longer with the Company.



Sales and marketing which include internet and trade publication advertising,
travel and entertainment costs, sales-broker commissions, and trade show
participation expenses. Sales and marketing increased 193% and 261% during the
three and nine months ended September 30, 2022 as compared to the same periods
in 2021 respectively, is a result of the commissions paid to brokers associated
with the Company's Direct Marketing segment, and in particular, the inclusion of
SHRG financial results for the three and nine months ended September 30, 2022.



Rent and utilities increased 602% and 261% during the three and nine months
ended September 30, 2022, as compared to the same period in 2021 respectively,
primarily due to a new facility lease in Houston, Texas started during the first
quarter of 2021 as well as Premier Packaging's leased facility beginning in
March 2022.



Research and development costs increased 74% and 9% during the three and nine
months ended September 30, 2022, as compared to the same period in 2021
respectively, due to a increase in such activities at our Impact Biomedical,
Inc. subsidiary.

Other operating expenses consist primarily of equipment maintenance and repairs,
office supplies, IT support, and insurance costs. During the three and nine
months ended September 30, 2022, other operating expenses increased 15% and
decreased 10% as compared to the same period in 2021 respectively, due to
increased software costs associated with enhancements to the Company’s ERP
system as well as new software implement as part of the Company’s Direct
Marketing segment and increased D&O insurance premiums.

34







Other Income (Expense)



                                       Three months        Three months                        Nine months         Nine months
                                     ended September      ended September                    ended September     ended September
                                         30, 2022            30, 2021          % Change         30, 2022             30,2021          % Change

Interest Income                      $        319,000     $     1,593,000            -80 %   $       613,000     $     3,130,000            -80 %
Interest Expense                             (606,000 )           (31,000 ) 

1855 % (2,105,000 ) (157,000 ) 1241 %
Other Income (expense)

                      3,627,000             325,000           1016 %         4,203,000             575,000            631 %
Loss on investments                       (14,302,000 )        (2,996,000 )          377 %       (10,479,000 )       (10,894,000 )           -4 %
Gain/(loss) on equity method
investment                                    344,000          (1,645,000 )         -121 %           134,000          (2,556,000 )         -105 %
Gain/(Loss) on extinguishment of
debt                                                -                   -            N/A             110,000             116,000             -5 %
Gain on disposal of operations,
net of taxes                                        -                   -            N/A             405,000                   -            N/A

Total other income                   $    (10,618,000 )   $    (2,754,000 )         -286 %   $    (7,119,000 )   $    (9,786,000 )           27 %

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

Other income (expense) for the nine months ended September 30, 2022 is driven by
the impairment of investments and notes receivables for SHRG approximating
$1,745,000, offset by income tax benefits at SHRG approximating $4,109,000

Interest expense increased 1855% and 1241% during the three and nine months
ended September 30, 2022, as compared to the same period in 2021, due to
increasing debt balances, in particular within our REIT business line.

Loss 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. Also included are net unrealized losses on
marketable securities which are recognized on the change in fair market value on
our common stock investment.



Loss 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, 2022.



Gain on extinguishment of debt consists of funds received by AAMI in April 2020,
by the SBA Paycheck Protection Program of $116,000. As of January 8, 2021, this
note was forgiven in full. Also, during the nine months ended September 30,
2022, SHRG's $110,000 SBA Paycheck Protection Program was forgiven in full.

Gain on sale of assets is driven by the Company’s gain on the sale of Premier’s
manufacturing facility in Victor, NY, as well as other capital assets.

Net Loss from Continuous Operations

                                      Three months        Three months                        Nine months         Nine months
                                    ended September      ended September                    ended September     ended September
                                        30, 2022            30, 2021          % Change         30, 2022             30,2021          % Change

Loss from continuing operations $ (24,801,000 ) $ (6,675,000 )

-272 % $ (39,161,000 ) $ (21,462,000 ) -82 %

Income from discontinued
operations, net of tax                             -                   -             NA                   -           2,129,000            100 %
Net loss                            $    (24,801,000 )   $    (6,675,000 ) 

       -272 %   $   (39,161,000 )   $   (19,333,000 )         -103 %




For the three and nine months ended September 30, 2022, the Company recorded net
losses of $24,801,000 and $39,161,000, respectively as compared to net losses of
$6,675,000 and $21,462,000, respectively for September 30, 2021. The increase in
net loss during the three and nine months ended September 30, 2022, as compared
to the same periods in 2021 primarily reflect the performance of Company
investments.



35

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically met its liquidity and capital requirements
primarily through the sale of its equity securities and debt financings. As of
September 30, 2022 the Company had cash of approximately $22.8 million. As of
September 30, 2022, 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 financings.

Cash Flow from Operating Activities

Net cash used in operating activities was $23,251,000 for the nine months ended
September 30, 2022 as compared to $12,448,000 for the nine months ended
September 30, 2021. This increase is driven by an increase in net loss of
$4,833,000 as well as an increase in accounts receivable of $4,146,000.

Cash Flow from Investing Activities

Net cash used in investing activities was $17,816,000 for the nine months ended
September 30, 2022 as compared to $53,215,000 for the nine months ended
September 30, 2021. During the nine months ended September 30, 2022, we
purchased $1,349,000 in property, plant, and equipment, purchased $14,254,000 in
marketable securities, and issued $4,687,000 in new notes receivable. This was
offset by cash received on the disposal of assets approximating $2,557,000.

Cash Flow from Financing Activities

Net cash provided from financing activities was $7,317,000 for the nine months
ended September 30, 2022 as compared to $126,760,000 for the nine months ended
September 30, 2021. During the nine months ended September 30, 2022, we borrowed
$6,360,00 of long-term debt, had new issuances of common stock in the amount of
$1,518,000. This was offset by payments of debt of $561,000.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements that have, or are
reasonably likely to have, an effect on our financial condition, financial
statements, revenues or expenses.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity
with U.S. GAAP requires management to make judgments, assumptions and estimates
that affect the amounts reported in our financial statements and accompanying
notes. The financial statements as of December 31, 2021, describe the
significant accounting policies and methods used in the preparation of the
financial statements. 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, 2022.

© Edgar Online, source Glimpses