8-K/A - DSS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(AmendmentNo. 1)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

The Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): September 3, 2021

DSS

INC.

(Exactname of registrant as specified in its charter)

NewYork	001-32146	16-1229730
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

6Framark Drive

Victor,New York 14564

(Addressof principal executive offices) (Zip Code)

Registrant’stelephone number, including area code: (585) 325-3610

N/A

(Formername or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.02 Par Value	DSS	The<br> NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ExplanatoryNote

On September 10, 2021, DSS Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the Company’s entry into a stock purchase agreement (the “SPA”) with American Pacific Bancorp (“APB”), which provided for an investment of up to $40,000,200 by DSS into APB for an aggregate of 6,666,700 shares of the APB’s Class A Common Stock, par value $0.01 per share. This Amendment No. 1 to the Original Form 8-K amends and supplements the Initial Form 8-K to include financial statements and pro forma financial information permitted to be filed by amendment no later than 71 calendar days after the date that the Original Form 8-K was required to be filed with the Securities and Exchange Commission. No other modifications to the Original 8-K are being made by this Amendment No. 1. This Amendment No. 1 should be read in connection with the Original 8-K.

Item9.01 Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired.

The audited financial statements of APB, which includes balance sheet, statements of operations, statements of changes in shareholders’ equity, and statements of cash flows for the years ended December 31, 2020, and 2019, and the unaudited condensed consolidated financial statements of APB for the six months ended June 30, 2021, which include the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of changes in shareholders’ equity, and condensed consolidated statements of cash flows.

(b)Pro Forma Financial Information.

The Company and APB’s unaudited pro forma condensed combined financial statements, which include the unaudited pro forma condensed combined balance sheet and statement of operations as of December 31, 2020, and the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021, and the notes related thereto, are included as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits:

Number	Description
99.1	Audited consolidated financial statements of APB as of and for the years ended December 31, 2020 and 2019 and accompany Report of Lo and Kwong C.P.A. & Co.
99.2	Unaudited condensed consolidated financial statements of APB as of June 30, 2021 and for the six months ended June 30, 2021.
99.3	Unaudited pro forma condensed combined financial statements of DSS, Inc. and APB and the notes related thereto for the periods ended December 31, 2020 and the nine months ended September 30, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

****	DSS, INC.
November<br> 19, 2021	By:	/s/ Jason Grady
	Name:	Jason<br> Grady
	Title:	Chief<br> Executive Officer

Exhibit 99.1

American Pacific Bancorp, Inc.

Reports and Financial Statements

For the years ended December 31, 2020 and 2019

American Pacific Bancorp, Inc.

Contents

	Pages
Independent Auditor’s Report	1
Balance Sheets	2
Statements of Operations	3
Statements of Changes in Shareholders’ Equity	4
Statements of Cash Flows	5
Notes to the Financial Statements	6-14

Expressed in US dollars (“$”)

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Report of Independent Registered Public Accounting Firm

Board of Directors

American Pacific Bancorp, Inc.

4800 Montgomery Ln.

Suite 210

Bethesda, MD 20814

United States

Opinion on the Financial Statements

We have audited the accompanying balance sheets of American Pacific Bancorp, Inc. (the “Company”) as of December 31, 2020 and 2019 and the related statements of operations, statements of changes in shareholders’ equity and statements of cash flows for each of the two years ended December 31, 2020 and 2019, and the related notes to the financial statements.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years ended December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Lo and Kwong C.P.A. & Co.

8/F., Catic Plaza

8 Causeway Road

Causeway Bay

Hong Kong

April 22, 2021

8/F., Catic Plaza, 8 Causeway Road, Causeway Bay, Hong Kong

香港銅鑼灣高士威道 8 號航空大廈 8 樓

Tel 電話：(852) 3188 6200 Fax 傳真：(852) 2824 4091

Email 電郵：info@asianacpa.com.hk

| American Pacific Bancorp, Inc. | 2 |

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BalanceSheets

December31, 2020 and 2019



ASSETS
Non-Current Assets
Loan receivables
Total Non-Current Assets
Current Assets
Cash and cash equivalents
Loan receivables
Loan interest receivables
Due from a related party
Investment securities - fair value
Total Current Assets
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses
Total Current Liabilities
Shareholders’ Equity
Common stock, 0.01 par value; 200,000,000 and 100,000,000 shares authorized<br> respectively, none of the shares and 5,033,123 shares issued and outstanding at December 31, 2020 and 2019, respectively
Class A Common Stock, 0.01 par value, 100,000,000 shares and nil authorized respectively, 491,665 shares and nil outstanding at<br>December 31, 2020 and 2019, respectively
Class B Common Stock, 0.01 par value, 100,000,000 shares and nil authorized<br> respectively, 5,033,123 shares and nil outstanding at December 31, 2020 and 2019, respectively
Preferred stock, 0.01 par value, 100,000,000 and 100,000,000 shares authorized respectively, 491,665 shares<br> and nil outstanding at December 31, 2020 and 2019, respectively
Additional paid-in capital
Accumulated deficit	)	)
Total Shareholders’ Equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

All values are in US Dollars.

See accompanying Notes to the financial statements.

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Statements of Operations

Forthe years ended December 31, 2020 and 2019

	Year ended December 31,		Year ended December 31,
	2020		2019

Interest income:
Interest on loan
Bank interest
Total interest income
Unrealized gain (loss) on investment securities				)
Other income
Operating expenses:
General and administrative expenses		)		)
Professional fees		)		)
Total operating expenses		)		)
Finance cost:
Dividend on preferred stocks		)
Loss before provision for income taxes		)		)
Provision for income taxes
Net loss		)		)
Net loss per common share - basic and diluted		)		)

Weighted average number of common stocks outstanding - basic and diluted

All values are in US Dollars.

See accompanying Notes to the financial statements.

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Statements of Changes in Shareholders’ Equity

Forthe years ended December 31, 2020 and 2019

	Preferred stock			Common stock					Class A Common Stock			Class B<br><br> <br>Common Stock
			Amount (0.01<br> Par)				Amount (0.01<br> Par)				Amount (0.01<br> Par)			Amount<br> (0.01<br> Par)	Additional<br> paid-in<br> capital	Accumulated<br> deficit		Total shareholders’<br> (deficit)<br> equity
	Shares			Shares					Shares			Shares
Balances at December 31,2018		-			100,000					-			-				)		)
****<br><br> <br>Net loss for the year					-					-			-				)		)
Issuance of shares for the acquisition of investment <br>securities		-			1,906,090					-			-
Issuance of shares for conversion of debt with related <br>parties		-			3,027,033					-			-
**<br><br> <br>Balances at December 31,<br><br> <br>2019**		-			5,033,123					-			-				)
Net loss for the year		-			-					-			-				)		)
Conversion of common stock to <br>Class B Common Stock		-			(5,033,123	)		)		-			5,033,123
Issuance of Class A Common <br>Stock and preferred stocks		491,665			-					491,665			-
Balances at December 31,<br><br> <br>2020		491,665			-					491,665			5,033,123				)

All values are in US Dollars.

See accompanying Notes to the financial statements.

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Statements of Cash Flows

Forthe years ended December 31, 2020 and 2019

	Year ended December 31,		Year ended December 31,
	2020		2019

Cash flows from operating activities:
Net loss		)		)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Unrealized (gain) loss on investments securities		)
Dividend on preferred stocks
Changes in operating assets and liabilities:
Loan originations and payments, net		)		)
Loan interest receivables		)		)
Amount due from related party		)
Other receivables
Accounts payable and accrued expenses
Net cash used in operating activities		)		)
Cash flows from financing activities:
Issuance of shares
Dividend paid on preferred stocks		)
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents				)
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosure of cash flow information:
Cash paid for:
Interest
Income taxes

All values are in US Dollars.

See accompanying Notes to the financial statements.

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Notes to the Financial Statements

Forthe years ended December 31, 2020 and 2019

Note1 - Nature of Operations and Basis of Presentation

Natureof Operations

American Pacific Bancorp Inc. (the “Company”) was incorporated in the State of Texas as a for-profit Company on November 8, 2016 and established a fiscal year end of December 31. The Company was organized to own shares of a number of community banks and to provide other financial services. The Company’s current primary source of revenue is from providing loans to its customers.

As of December 31, 2020, the Company has not hired any full-time employees and not rented any office space for operations. All the current work is done by contractors.

Basisof Presentation

The financial statements present the balance sheets, the statements of operations, the statements of changes in shareholders’ equity and the statements of cash flows of the Company. These financial statements and accompanying notes are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Note 2 - Summary of Significant Accounting and Reporting Policy

Useof estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cashand cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents.

Loansreceivables

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their principal outstanding balance, net of origination fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct loan origination costs are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

For loans amortized at cost, interest income is accrued based on the unpaid principal balance. The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the loan is well-secured and in process of collection. Past-due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not received for loans place on non-accrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Notesto the Financial Statements

Forthe years ended December 31, 2020 and 2019

Note2 - Summary of Significant Accounting and Reporting Policy - continued

Allowancefor Loan Losses

The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

The allowance consists of specific component. The specific component relates to loans that are individually classified as impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are classified as impaired.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

InvestmentsSecurities at Fair Value

The Company holds investments in equity securities with readily determinable fair values.

Prior to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), investments in equity securities were classified as trading securities, stated at fair value, and unrealized holding gains and losses, net of related tax benefits, were recorded directly to net (loss).

Upon the adoption of ASU 2016-01, the Company records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock price at the close of the reporting period.

Earnings(loss) per share

The Company presents basic and diluted earnings (loss) per share data for its common stocks. Basic earnings (loss) per share is calculated by dividing the profit or loss attributable to common stockholders of the Company by the weighted-average number of common stocks outstanding during the year, adjusted for treasury shares held by the Company.

Diluted earnings (loss) per share is determined by adjusting the profit or loss attributable to common stockholders and the weighted-average number of common stocks outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible securities, such as stock options, convertible bonds and warrants. Due to the limited operations of the Company, there are no potentially dilutive securities outstanding on December 31, 2020 and 2019.

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Notesto the Financial Statements

Forthe years ended December 31, 2020 and 2019

Note2 - Summary of Significant Accounting and Reporting Policy - continued

Incometaxes

The provision for income taxes includes income taxes currently payable and those deferred as a result of temporary differences between the financial statements and the income tax basis of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates on deferred income tax assets and liabilities is recognized in income or loss in the period that includes the enactment date. A valuation allowance is provided to reduce deferred tax assets to the amount of future tax benefit when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Projected future taxable income and ongoing tax planning strategies are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse or beneficial impact on the Company’s income tax provision and net income or loss in the period the determination is made.

FairValue Measurements

ASC 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1:	Observable inputs such as quoted prices (unadjusted) in<br>an active market for identical assets or liabilities.
Level 2:	Inputs other than quoted prices that are observable, either<br>directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical<br>or similar assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs that are supported by little or no market<br>activity; therefore, the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant<br>would use, including pricing models, discounted cash flow methodologies, or similar techniques.

The carrying value of the Company’s financial instruments, including cash and cash equivalents, loan receivables, loan interest receivables, deposit paid, accounts payable and accrued expenses and due to a related party approximate to their fair value because of the short-term maturity of these financial instruments.

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Notesto the Financial Statements

Forthe years ended December 31, 2020 and 2019

Note2 - Summary of Significant Accounting and Reporting Policy - continued

RecentAccounting Pronouncements

Accounting pronouncement adopted

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480); Derivativesand Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of theIndefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily RedeemableNoncontrolling Interests with a Scope Exception (“ASU 2017-11”). ASU 2017-11 is intended to simplify the accounting for financial instruments with characteristics of liabilities and equity. Among the issues addressed are: (i) determining whether an instrument (or embedded feature) is indexed to an entity’s own stock; (ii) distinguishing liabilities from equity for mandatorily redeemable financial instruments of certain nonpublic entities; and (iii) identifying mandatorily redeemable non-controlling interests. The Company adopted ASU 2017-11 on January 1, 2019 and determined that this ASU does not have a material impact on the financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework: Changes to the Disclosure Requirementsfor Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 is intended to improve the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company determined that ASU 2018-13 did not have a material impact on its financial statements.

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.

In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the years ended December 31, 2020.

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Notesto the Financial Statements

Forthe years ended December 31, 2020 and 2019

Note2 - Summary of Significant Accounting and Reporting Policy - continued

RecentAccounting Pronouncements Accounting

pronouncement not yet adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses (Topic 326), which modifies the measurement of expected credit losses of certain financial instruments. The Company will adopt this ASU on January 1, 2023. Management is currently evaluating this ASU to determine its impact to the Company’s financial statements.

In December 2019, The FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For non-public companies, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company is currently evaluating the impact of ASU 2020-04 on its future financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company’s line of credit agreement provides procedures for determining a replacement or alternative rate in the event that LIBOR is unavailable. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of ASU 2020-04 on its future financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 3 - Loans

As of December 31, 2019, the principal balance was $249,540, net of unamortized deferred origination fees of Nil. As part of the transaction, the Company charged loan origination fees of $2,514, which was recorded as deferred revenue and is amortized over the life of the loan.

On May 15, 2020, the Company provided a credit in the form of a promissory note for $20,070, bearing interest at 15%, with a maturity date of May 14, 2021. This promissory note is secured by a deed of trust on a mobile home and lot located in Coke County, Texas.

On November 24, 2020, the Company lend $560,000 to Mr. Chan Tung Moe, son of Mr. Chan Heng Fai, Chairman of the Company, bearing interest at 6%, with a maturity date of November 23, 2023. This loan is secured by an irrevocable letter of instruction on 80,000 shares of Alset EHome International Inc.

On November 24, 2020, the Company lend $280,000 to Mr. Lim Sheng Hon Danny, an employee of Alset International Limited, a company connected with Mr. Chan Heng Fai, bearing interest at 6%, with a maturity date of November 23, 2023. This loan is secured by an irrevocable letter of instruction on 40,000 shares of Alset EHome International Inc.

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Notesto the Financial Statements

Forthe years ended December 31, 2020 and 2019

Note4 - Common Stocks

On April 4, 2019, 550,000 shares of common stock were issued to the Company’s Chairman with consideration of $110,000 in exchange for the consultancy services provided by the Chairman. On the same day, 1,906,090 shares of common stock were issued to the Chairman in consideration for securities with a fair value of $381,218 acquired from the Chairman.

On June 30, 2019, 2,219,433 shares of common stock were issued to the Chairman and 257,600 shares of common stock were issued to a director of the Company in settlement of amounts due to related parties in an aggregate amount of $1,099,904.

On February 14, 2020, the Company increased its authorized shares of common stock from 100,000,000 to 200,000,000 with a par value of $0.01 per share which consists of 100,000,000 shares of Class A Common Stock and 100,000,000 shares of Class B Common Stock. The Class A Common Stock and Class B Common Stock shall have the same rights, protections, and power; provided however, that each holder of Class A Common Stock shall also have the right to one (1) vote per share of Class A Common Stock held of record by such holder and each holder of Class B Common Stock shall have the right to ten (10) votes per share of Class B Common Stock held of record by such holder. On the same day, 5,033,123 issued and outstanding shares of common stock were converted into shares of Class B Common Stock.

During March and July, 2020, the Company completed a private offer (the “Private Offer”) of 491,665 units. Each unit comprised of one share of Class A Common Stock with par value of $0.01 per share and one Series A 5% Cumulative Preferred Stock with a par value of $0.01 per share (the “Series A Preferred Stock”), at a subscription price of $6 per unit. The net proceeds from the private offer were $2,610,491 from seven investors, after transaction costs amounting to $339,499. A total 491,665 shares of Class A Common Stock and 491,665 shares of Series A Preferred Stock were issued.

Note 5 - Preferred Stock

As detailed in Note 4, during March and July, 2020, the Company issued 491,665 shares of Series A Preferred Stock to independent third parties under the Private Offer.

The holders of Series A Preferred Stock shall be entitled to receive, on each share of Series A Preferred Stock, out of funds legally available for the payment of dividends under Texas law, cumulative cash dividends with respect to each dividend period at a per annum rate of 5% on (i) the amount of $6 per share of Series A Preferred Stock and (ii) the amount of accrued and unpaid dividends on such share of Series A Preferred Stock, if any.

In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, holders of Series A Preferred Stock shall be entitled to receive for each share of Series A Preferred Stock, out of the assets of the Company or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Company, and after satisfaction of all liabilities and obligations to creditors of the Company, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Company ranking junior to the Series A Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) $6 per share and (ii) the accrued and unpaid dividends thereon, whether or not declared, to the date of payment.

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Notesto the Financial Statements

Forthe years ended December 31, 2020 and 2019

Note5 - Preferred Stock - continued

The Company, at its option, may redeem, in whole at any time or in part from time to time, the shares of Series A Preferred Stock at the time outstanding, upon notice given as provided in the certificate of designation executed on February 7, 2020 (“Certificate of designation”), at a redemption price equal to the sum of (i) the twenty (20) day average closing bid price of the Series A Preferred Stock for such period prior to the declaration of such optional redemption, if the Series A Preferred Stock shall be traded on a national securities exchange, (or, if the Series A Preferred Stock is not traded on a national securities exchange, the fair market value as determined by the Board of Directors of the Company), and (ii) the accrued and unpaid dividends thereon, whether or not declared, to the redemption date. The redemption price for any shares of Series A Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Company or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the dividend record date for a dividend period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such dividend record date relating to the dividend payment date as provided in Certificate of Designation. The holders of the Series A Preferred Stock will have no right to require redemption of any shares of Series A Preferred Stock.

The holders of Series A Preferred Stock shall not have any voting rights except as provided in the Certificate of Designation.

During the year ended December 31, 2020, dividend of $73,041 was declared and paid to the holders of Series A Preferred Stock.

Note 6 - Investment securities at fair value

Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets as of December 31, 2020 and 2019:

		Fair Value Measurement using
	Amount				Amount at
	at cost	Level 1	Level 2	Level 3	fair value

December 31, 2020
Investment securities - trading

All values are in US Dollars.

		Fair Value Measurement using
	Amount				Amount at
	at<br>cost	Level 1	Level 2	Level 3	fair value

December 31, 2019
Investment securities - trading

All values are in US Dollars.

Unrealized loss on investment securities for the year ended December 31, 2019 was $123,663. Unrealized gain on investment securities for the year ended December 31, 2020 was $55,788.

| American Pacific Bancorp, Inc. | 13 |

| --- | --- |

Notesto the Financial Statements

Forthe years ended December 31, 2020 and 2019

Note6 - Investment securities at fair value - continued

As the investment securities are U.S. trading stocks, we use Bloomberg Market stock prices as the share prices to calculate the fair value. The following chart shows details of the fair value of investment securities at December 31, 2020 and 2019.

	Share price			Market Value
	December			December
	31, 2020			31, 2020

OptimumBank Holdings, Inc.<br><br> <br>(Related party)		3.37	92,980		313,343

All values are in US Dollars.

	Share price December 31, 2019	Shares		Market Value December 31, 2019	Valuation

OptimumBank Holdings, Inc. <br>(Related party)			92,980		Investment in securities <br>at fair value

All values are in US Dollars.

OptimumBank Holdings, Inc. and the Company have a common director during the years ended December 31, 2020 and 2019.

Note 7 - Related Party Transactions

Other than those disclosed elsewhere in the financial statements, the Company had the following material transactions with related parties during the years:

The Company paid $60,000 and $60,000 during the years ended December 31, 2020 and 2019, respectively, to a shareholder, who is also a director of the Company, for consultant services in addition to reimbursements for out-of-pocket expenses and other reimbursable costs.

The Company paid $16,000 and $16,000 during the years ended December 31, 2020 and 2019, respectively, to the CFO of the Company for consultant services.

The Company paid $16,000 and $16,000 during the years ended December 31, 2020 and 2019, respectively, to the General Counsel of the Company for consultant services.

The Company had no loans to officers or directors during the years ended December 31, 2020 and 2019.

Due from related parties

As of December 31, 2020, the Company’s due from a related party amounting to $24,583 represent the cash advance to American Premium Water Corp. which is an affiliate of the Company. The receivable balances are unsecured, due on demand, and bear no interest.

| American Pacific Bancorp, Inc. | 14 |

| --- | --- |

Notesto the Financial Statements

Forthe years ended December 31, 2020 and 2019

Note8 - Income Taxes

On December 22, 2017, the “Tax Cuts and Jobs Act” (TCJA) was signed into law that significantly reformed the Internal Revenue Code of 1986, as amended. The TCJA reduces the corporate tax rate to 21.0% beginning with years starting January 1, 2018. The deferred tax assets and liabilities have been adjusted to the newly enacted U.S. corporate rate.

The following table reconciles the difference between the actual tax provision and the amount per the statutory federal income tax rate of 21.0% for the years ended December 31, 2020 and 2019.

	Year ended<br> <br>December 31,		Year ended<br> <br>December 31,
	2020		2019

Income tax at statutory rate		(55,124		(65,327
Less: change in valuation allowance		55,124		65,327
		-		-

All values are in US Dollars.

Deferred tax assets consist of the followings at December 31, 2020 and 2019:

	December 31,		December 31,
	2020		2019

Deferred income tax assets Investments		14,254		25,969
Net operating loss carryforward		160,299		93,460
Less: valuation allowance		(174,553		(119,429
Net deferred tax asset		-		-

All values are in US Dollars.

As of December 31, 2020, the Company has federal net operating loss carry-forwards of approximately $763,327, for which 197,390 is subject to a 20-year carryforward period, and will begin to expire in 2036, and $565,937 will carry forward indefinitely The full utilization of the deferred tax assets in the future is dependent upon the Company’s ability to generate taxable income. Accordingly, a valuation allowance of an equal amount has been established.

Note 9 – Subsequent Event

On October 15, 2020, the Company entered into an acquisition agreement to acquire 3,500,001 common shares of Hengfeng Finance Limited (“HFL”), representing 100% of the common shares of HFL, in consideration for 250,000 shares of the Company’s Class A Common Stock. HFL is incorporated in Hong Kong with limited liability. The principal activities of HFL are money lending, securities trading and investment. Pursuant to the terms of this acquisition agreement, HLF’s ultimate shareholder, the Chairman of the Company, was entitled to one share of the Company’s Class A Common Stock in exchange for every 14 shares of HFL’s common stock. This transaction closed on April 21, 2021.

Exhibit 99.2

American Pacific Bancorp, Inc.

Condensed Consolidated Financial

Statements

For the six months ended June 30, 2021

Contents


Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Operations
Condensed Consolidated Statements of Changes in Shareholders’ Equity
Condensed Consolidated Statements of Cash Flows
Notes to the Unaudited Condensed Consolidated Financial Statements
Expressed in US dollars (“”)

All values are in US Dollars.

| American Pacific Bancorp, Inc. | 1 |

| --- | --- |

Condensed Consolidated Balance Sheets

		December 31,<br> 2020 (Unaudited)
		(Restated)

ASSETS
Non-Current Assets
Loan receivables
Total Non-Current Assets
Current Assets
Cash and cash equivalents
Loan receivables
Loan interest and fee receivables
Due from a related party
Investment securities - fair value
Deposit
Deposit paid to purchases of investment securities
Total Current Assets
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses
Due to a related party
Other payable
Total Current Liabilities
Shareholders’ Equity
Class A Common Stock, 0.01 par value, 100,000,000 shares authorized, 741,665 and 491,665 shares outstanding at June 30, 2021 and December 31, 2020, respectively
Class B Common Stock, 0.01 par value, 100,000,000 shares authorized, 5,033,123 shares outstanding at June 30, 2021 and December 31, 2020
Preferred stock, 0.01 par value, 100,000,000 shares authorized, 491,665 shares outstanding at June 30, 2021 and December 31, 2020
Accumulated other comprehensive loss
Additional paid-in capital
Accumulated deficit	)		)
Total Shareholders’ Equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

All values are in US Dollars.

See accompanying Notes to the unaudited condensed consolidated financial statements.

| American Pacific Bancorp, Inc. | 2 |

| --- | --- |

Condensed Consolidated Statements of Operationsand Comprehensive Income

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

			(Restated)				(Restated)
Interest income:
Interest on loan
Bank interest
Total interest income
Unrealized gain (loss) on<br> <br>investment securities				)				)
Other income
Operating expenses:
General and administrative <br>expenses		)		)		)		)
Professional fees		)		)		)		)
Total operating expenses		)		)		)		)
Income (loss) before provision<br> <br>for income taxes				)				)
Provision for income taxes
Net income (loss)				)				)
Dividends on preferred stock		)		)		)		)
Net income (loss) to common shareholder				)				)
Other comprehensive income
Foreign currency translation						)
Total comprehensive income (loss)				)				)
Net income (loss) per<br> <br>common share<br> <br>- basic and diluted		*		)		*		)

Weighted average number of common stocks outstanding - basic and diluted

All values are in US Dollars.

See accompanying Notes to the unaudited condensed consolidated financial statements.

*denotes net income per common share of less than $0.01 per share.

| American Pacific Bancorp, Inc. | 3 |

| --- | --- |

Condensed Consolidated Statements of Changes inShareholders’ Equity

(Unaudited)

	Preferred stock			Class A<br> <br>Common Stock			Class B<br> <br>Common Stock
	Shares		Amount (0.01 Par)	Shares		Amount (0.01 Par)	Shares		Amount (0.01 Par)	Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total shareholders’ (deficit) equity

Balances at December 31, 2020		491,665			491,665			5,033,123							)
Net income for the period		-			-			-
Foreign currency translation		-			-			-					)				)
Dividend on preferred stocks		-			-			-							)		)
Balances at March 31, 2021		491,665			491,665			5,033,123							)
Net income for the period		-			-			-
Foreign currency translation		-			-			-
Issuance of shares for the acquisition of a subsidiary		-			250,000			-			)
Dividend on preferred stocks		-			-			-							)		)
Balances at June 30, 2021		491,665			741,665			5,033,123							)

All values are in US Dollars.

| American Pacific Bancorp, Inc. | 4 |

| --- | --- |

Condensed Consolidated Statements of Changes inShareholders’ Equity - continued

(Unaudited)

	Preferred<br> stock			Common<br> stock					Class A<br> <br>Common Stock			Class B<br> <br>Common Stock
	Shares		Amount (0.01 Par)	Shares			Amount (0.01<br> Par)		Shares		Amount (0.01<br> Par)	Shares		Amount (0.01<br> Par)	Additional paid-in<br> capital	Accumulated other<br> comprehensive<br> income		Accumulated deficit		Total shareholders’ (deficit) equity

Balances at December<br> 31, 2019		-			5,033,123					-			-				)		)
Net loss for the period		-			-					-			-						)		)
Foreign currency translation		-			-					-			-
Conversion of common stock<br> to Class B Common Stock		-			(5,033,123	)		)		-			5,033,123
Issuance of Class A Common<br> Stock and preferred stock		421,665			-					421,665			-
Dividend<br> on preferred stocks		-			-					-			-						)		)
Balances at March 31, 2020		421,665			-					421,665			5,033,123						)
Net loss for the period		-			-					-			-						)		)
Foreign currency translation		-			-					-			-
Dividend<br> on preferred stocks		-			-					-			-						)		)
Balances<br> at June 30, 2020		421,665			-					421,665			5,033,123						)

All values are in US Dollars.

See accompanying Notes to the unaudited condensed consolidated financial statements.

| American Pacific Bancorp, Inc. | 5 |

| --- | --- |

Condensed Statements of Cash Flows

(Unaudited)

	Six months ended June 30,
	2021		2020
			(Restated)

Cash flows from operating activities:
Net income (loss)				)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Unrealized (gain) loss on investments securities		)
Dividend on preferred stocks
Changes in operating assets and liabilities:
Loan originations, payments and settlement, net				)
Loan interest receivables		)
Other receivables				)
Due from a related party		)
Accounts payable and accrued expenses		)
Other payable
Net cash provided by (used in) operating activities				)
Cash flows from investing activity:
Deposit paid to purchases of investment securities		)
Net cash used in investing activity		)
Cash flows from financing activities:
Issuance of shares
Dividend paid on preferred stocks		)		)
Net cash (used in) provided by financing activities		)
Net (decrease) increase in cash and cash equivalents		)
Effect of foreign exchange rate changes		)
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosure of cash flow information:
Cash paid for:
Interest
Income taxes

All values are in US Dollars.

See accompanying Notes to the unaudited condensed consolidated financial statements.

| American Pacific Bancorp, Inc. | 6 |

| --- | --- |

Notes to the Unaudited Condensed Consolidated FinancialStatements

For the six months ended June 30, 2021

Note 1 - Nature of Operations and Basis of Presentation

Nature of Operations

On October 15, 2020, the Company entered into an acquisition agreement to acquire 3,500,001 common shares of Hengfeng Finance Limited (“HFL”), representing 100% of the common shares of HFL, in consideration for $1,500,000, to be satisfied by the issuance and allotment of 250,000 shares of the Company’s Class A Common Stock. HFL is incorporated in Hong Kong with limited liability. The principal activities of HFL are money lending, securities trading and investment. This transaction closed on April 21, 2021 (the “Transaction”). The Transaction between the Company and Chan Heng Fai is under common control of Chan Heng Fai.

As of June 30, 2021, the Company has not hired any full-time employees and not rented any office space for operations. All the current work is done by contractors.

Basis of Presentation

The condensed consolidated financial statements present the condensed consolidated balance sheets, the condensed consolidated statements of operations and comprehensive income, the condensed consolidated statements of changes in shareholders’ equity and the condensed consolidated statements of cash flows of the Company. These condensed consolidated financial statements and accompanying notes are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Unaudited Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2020. In the opinion of the management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Combined financial statements

The Company and HFL were under common control before and after the Transaction, we are required under U.S. GAAP to account for this common control acquisition in a manner similar to the pooling of interests method of accounting. Under this method of accounting, our condensed consolidated financial statements as of June 30, 2021 and December 31, 2020 reflect HFL historical carryover basis in the assets and liabilities instead of reflecting the fair market value of the assets and liabilities. We have also retrospectively recast our condensed consolidated financial statements to combine the operating results of the Company and HFL since January 1, 2019.

| American Pacific Bancorp, Inc. | 7 |

| --- | --- |

Notes to the Unaudited Condensed Consolidated FinancialStatements

For the six months ended June 30, 2021

Note 2 - Summary of Significant Accounting andReporting Policy

Use of estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents.

Loans receivables

Allowance for Loan Losses

| American Pacific Bancorp, Inc. | 8 |

| --- | --- |

Notes to the Unaudited Condensed Consolidated FinancialStatements

For the six months ended June 30, 2021

Note 2 - Summary of Significant Accounting andReporting Policy - continued

Investments Securities at Fair Value

The Company records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock price at the close of the reporting period.

Foreign currency

Functional and reporting currency

Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements of the Company are presented in U.S. dollars (the “reporting currency”).

The functional and reporting currency of the Company is the U.S. dollar. The financial records of the Company’s subsidiary located in Hong Kong are maintained in its local currency, Hong Kong Dollar (HK$), which is also the functional currency of that entity.

Transactions in foreign currencies

Transactions in currencies other than the functional currency during the periods are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statement of operations and other comprehensive income.

Translation of consolidated entities’ financialstatements

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. The Company’s entity with functional currency of Hong Kong Dollar, translate its operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenue, expense, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss).

For the three months ended on June 30, 2021, the Company recorded other comprehensive income from foreign currency translation of $384 and a $80 gain in the three months ended June 30, 2020, in accumulated other comprehensive loss. For the six months ended on June 30, 2021, the Company recorded other comprehensive loss from foreign currency translation of $511 and a $1,579 gain in the six months ended June 30, 2020, in accumulated other comprehensive loss.

Earnings (loss) per share

| American Pacific Bancorp, Inc. | 9 |

| --- | --- |

Notes to the Unaudited Condensed Consolidated FinancialStatements

For the six months ended June 30, 2021

Note 2 - Summary of Significant Accounting andReporting Policy - continued

Income taxes

The provision for income taxes includes income taxes currently payable and those deferred as a result of temporary differences between the condensed consolidated financial statements and the income tax basis of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates on deferred income tax assets and liabilities is recognized in income or loss in the period that includes the enactment date. A valuation allowance is provided to reduce deferred tax assets to the amount of future tax benefit when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Projected future taxable income and ongoing tax planning strategies are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse or beneficial impact on the Company’s income tax provision and net income or loss in the period the determination is made.

Fair Value Measurements

Level 1:	Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities.
Level 2:	Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques.

The carrying value of the Company’s financial instruments, including cash and cash equivalents, loan receivables, loan interest receivables, due from a related party, deposit, deposit paid to purchases of investment securities, accounts payable and accrued expenses and due to a related party approximate to their fair value because of the short-term maturity of these financial instruments.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

| American Pacific Bancorp, Inc. | 10 |

| --- | --- |

Notes to the Unaudited Condensed Consolidated FinancialStatements

For the six months ended June 30, 2021

Note 3 - Loans

On June 13, 2019, the Company extended the credit in the form of a promissory note for $249,540, bearing interest at 15%, with a maturity date of May 15, 2020. On June 5, 2020, the Company further extended the same credit in the form of a promissory note for $249,540, bearing interest at 15%, with a maturity date of May 14, 2021. On August 30, 2021, the Company further extended the same credit in the form of a promissory note for $249,540, bearing interest at 12.5%, with a maturity date of May 15, 2023. The modification agreement is effective May 14, 2021. This promissory note is secured by a deed of trust on a tract of land, which is approximately 315 acres, and located in Coke County, Texas.

On May 15, 2020, the Company provided a credit in the form of a promissory note for $20,070, bearing interest at 15%, with a maturity date of May 14, 2021. On August 30, 2021, the Company further extended the credit in the form of a promissory note for $10,000, bearing interest at 12.5%, with a maturity date of May 15, 2023. The modification agreement is effective May 14, 2021. This promissory note is secured by a deed of trust on a mobile home and lot located in Coke County, Texas.

As of June 30, 2021 and December 31, 2020, the principal balance of the short-term loans, was $10,070 and $269,610, respectively; the principal balance of the long-term loans, was $259,540 and $840,000, respectively.

Note 4 - Common Stocks

During March and July, 2020, the Company completed a private offer (the “Private Offer”) of 421,665 units and 70,000 units respectively. Each unit comprised of one share of Class A Common Stock with par value of $0.01 per share and one Series A 5% Cumulative Preferred Stock with a par value of $0.01 per share (the “Series A Preferred Stock”), at a subscription price of $6 per unit. The net proceeds from the private offer during March and July, 2020 were $2,232,491 and $378,000 respectively from seven investors, after transaction costs amounting to $297,499 and $42,000 respectively. A total 491,665 shares of Class A Common Stock and 491,665 shares of Series A Preferred Stock were issued.

On April 21, 2021, the Company acquired HFL by issue of 250,000 shares of the Company’s Class A Common Stock to the Chairman of the Company as consideration.

| American Pacific Bancorp, Inc. | 11 |

| --- | --- |

Notes to the Unaudited Condensed Consolidated FinancialStatements

For the six months ended June 30, 2021

Note 5 - Preferred Stock

As detailed in Note 4, during March and July, 2020, the Company issued 421,665 shares and 70,000 shares of Series A Preferred Stock respectively to independent third parties under the Private Offer.

The holders of Series A Preferred Stock shall not have any voting rights except as provided in the Certificate of Designation.

During the six months ended June 30, 2021 and 2020, dividend of $73,750 and $4,890 was declared to the holders of Series A Preferred Stock, respectively.

| American Pacific Bancorp, Inc. | 12 |

| --- | --- |

Notes to the Unaudited Condensed Consolidated FinancialStatements

For the six months ended June 30, 2021

Note 6 - Investment securities at fair value

Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets as of June 30, 2021 and December 31, 2020:


	Amount<br> <br>at cost
June 30, 2021						$
Investment securities - trading		381,218	448,164	-	-	448,164

All values are in US Dollars.


	Amount<br> <br>at cost
December 31, 2020						$
Investment securities - trading		381,218	313,343	-	-	313,343

All values are in US Dollars.

Unrealized gain on investment securities for the six months ended June 30, 2021 was $134,821. Unrealized loss on investment securities for the six months ended June 30, 2020 was $31,259.

	Share price June 30, 2021	Shares		Market Value June 30, 2021	Valuation

OptimumBank Holdings, Inc. <br>(Related party)			92,980		Investment in securities at fair value

All values are in US Dollars.

	Share price December 31, 2020	Shares		Market Value December 31, 2020	Valuation

OptimumBank Holdings, Inc. <br>(Related party)			92,980		Investment in securities at fair value

All values are in US Dollars.

OptimumBank Holdings, Inc. and the Company have a common director during the six months ended June 30, 2021 and the year ended December 31, 2020.

| American Pacific Bancorp, Inc. | 13 |

| --- | --- |

Notes to the Unaudited Condensed Consolidated FinancialStatements

For the six months ended June 30, 2021

Note 7 - Related Party Transactions

Other than those disclosed elsewhere in the condensed consolidated financial statements, the Company had the following material transactions with related parties during the periods:

The Company incurred $35,000 and $30,000 during the six months ended June 30, 2021 and 2020, respectively, for consultant services provided by a shareholder, who is also a director of the Company, in addition to reimbursements for out-of-pocket expenses and other reimbursable costs.

The Company paid $8,000 and $8,000 during the six months ended June 30, 2021 and 2020, respectively, to the CFO of the Company for consultant services.

The Company paid $8,000 and $8,000 during the six months ended June 30, 2021 and 2020, respectively, to the General Counsel of the Company for consultant services.

The Company had no loans to officers or directors during the six months ended June 30, 2021 and 2020.

Due from a related party

As of June 30, 2021 and December 31, 2020, the Company’s due from a related party amounting to $40,670 and $24,909 respectively, represent the cash advance and accrued interest to American Premium Water Corp., which is an affiliate of the Company. The receivable balances are unsecured, due on demand, and bear no interest.

Due to a related party

As of June 30, 2021 and December 31, 2020, the Company’s due to a related party amounting to $184,250 and $184,550 respectively, represent the cash advance from the Chairman of the Company. The balances are unsecured, due on demand, and bear no interest.

Note 8 - Subsequent Event

On July 7, 2021, 5,033,123 issued and outstanding shares of Class B Common Stock were converted into Class A Common Stock.

Exhibit99.3

DSS, Inc. and American Pacific Bancorp, Inc.

Condensed Combined Balance Sheet

(unaudited)

Asof December 31, 2020

	Pre-Acquisition<br><br> DSS, Inc. (Purchaser)			Record<br> Purchase			Post-acquisition DSS, Inc.<br> <br>(Purchaser)			American<br> Pacific Bancorp, Inc.<br><br> (Target)			Proforma<br> Adjustment (Note 1)			Proforma<br> Adjustment (Note 2)			Consolidated<br> Financials
ASSETS
Current<br> Assets:
Cash	$	5,183,000		$	(40,000,000	)	$	(34,774,000	)	$	1,848,000		$	-		$	40,000,000		$	7,031,000
Accounts<br> Receivable		3,589,000			-			3,589,000			-			-			-			3,589,000
Loan<br> Receivables		-			-			-			270,000			-			-			270,000
Loan<br> Interest receivables		-			-			-			10,000			-			-			10,000
Inventory		1,955,000			-			1,955,000			-			-			-			1,955,000
Prepaid<br> Expense and other current assets		1,192,000			-			1,192,000			24,000			-			-			1,216,000
Total<br> Current Assets		12,450,000			(40,000,000	)		(27,550,000	)		2,152,000			-			40,000,000			14,602,000
Property<br> plant and equipment, net		4,100,000			-			4,100,000			-			-			-			4,146,000
Investment		1,788,000			-			1,788,000			313,000			-			-			2,101,000
Investments<br> - Equity Method		12,234,000			-			12,234,000			-			-			-			12,234,000
Investment<br> in Target		-			40,000,000			40,000,000			-			(3,188,000	)		(36,812,000	)		-
Marketable<br> securities		9,136,000			-			9,136,000			-			-			-			9,136,000
Notes<br> Receivable		537,000			-			537,000			840,000			-			-			1,377,000
Non-current<br> Assets held for sale - discontinued operations		790,000			-			790,000						-			-			790,000
Other<br> assets		384,000			-			384,000			-			-			-			384,000
Right-of<br> -use assets		182,000			-			182,000			-			-			-			182,000
Goodwill		26,862,000			-			26,862,000			-			-			16,945,000			43,807,000
Other<br> intangible assets, net		23,456,000			-			23,456,000			-			-			-			23,456,000
Total<br> Assets	$	91,919,000		$	-		$	91,919,000		$	3,305,000		$	(3,188,000	)	$	20,133,000		$	112,169,000
LIABILITIES<br> AND SHAREHOLDERS’ EQUITY
Current<br> liabilities:
Accounts<br> Payable	$	1,457,000			-		$	1,457,000		$	117,000			-		$	-		$	1,574,000
Accrued<br> expenses and deferred revenue		5,260,000			-			5,260,000			-			-			-			5,260,000
Other<br> current liabilities		1,435,000			-			1,435,000			-			-			-			1,435,000
Current<br> liabilities held for Sale -discontinued operations		275,000			-			275,000			-			-			-			275,000
Revolving<br> line of credit		-			-			-			-			-			-			-
Current<br> portion of lease liabilities		167,000			-			167,000			-			-			-			167,000
Current<br> portion of long-term debt, net		278,000			-			278,000			-			-			-			278,000
Total<br> Current Liabilities		8,872,000			-			8,872,000			117,000			-			-			8,989,000
Long-term<br> debt, net		1,976,000			-			1,976,000			-			-			-			1,976,000
Long<br> term lease liability		15,000			-			15,000			-			-			-			15,000
Non-current<br> liabilities held for sale - discontinued operations		505,000			-			505,000			-			-			-			505,000
Other<br> long-term liabilities		507,000			-			507,000			-			-			-			507,000
Deferred<br> tax liability, net		3,499,000			-			3,499,000			-			-			-			3,499,000
Total<br> Liabilities		15,374,000			-			15,374,000			117,000			-			-			15,491,000
Stockholders’<br> Equity
Preferred<br> Stock		1,000			-			1,000			5,000			(5,000	)		-			1,000
Common<br> Stock		116,000			-			116,000			55,000			(55,000	)		-			116,000
Additional<br> Paid in Capital		174,380,000			-			174,380,000			4,142,000			(4,142,000	)		-			174,380,000
Accumulated<br> Deficit		(101,382,000	)		-			(101,382,000	)		(1,014,000	)		1,014,000			-			(101,382,000	)
Total<br> Stockholders’ Equity (Deficit)		73,115,000			-			73,115,000			3,188,000			(3,188,000	)		-			73,115,000
Non-Controlling<br> Interests		3,430,000			-			3,430,000			-			-			20,133,000			23,563,000
Total<br> Stockholders’ Equity (Deficit)	$	76,545,000		$	-		$	76,545,000		$	3,188,000		$	(3,188,000	)	$	20,133,000		$	96,678,000
																				-
Total<br> Liabilities & Stockholders’ Equity	$	91,919,000		$	-		$	91,919,000		$	3,305,000		$	(3,188,000	)	$	20,133,000		$	112,169,000
			Debit		Credit
---	---	---	---	---	---	---
Note 1:	Elimination of APB equity	Investment in subsidiary			$	3,188,000
		Accumulated Deficit			$	1,014,000
		Common Stock	$	55,000
		Preferred stock	$	5,000
		Additional Paid in Capital	$	4,142,000
Note 2:	Record goodwill	Goodwill	$	16,945,000
		Cash	$	40,000,000
		Investment in subsidiary			$	36,812,000
		Non-Controlling Interests			$	20,133,000
Note<br> 3:	DSS,<br> Inc. has engaged an independent valuation firm to value the assets of APB. For<br> purposes of this proforma, and until the valuation is complete, a significant portion of the $40 million purchase price is included<br> in goodwill.
---	---

DSS,Inc. and American Pacific Bancorp, Inc.

CondensedCombined Statement of Operations

(unaudited)

Asof December 31, 2020

	DSS, Inc.<br> (Purchaser)			American Pacific <br> Bancorp,<br> Inc.<br> (Target)			Consolidated <br> Proforma
Revenue:
Printed products	$	13,000,000		$	-		$	13,000,000
Technology sales, services and licensing		2,085,000			-			2,085,000
Bank interest income		-			49,000			49,000
Direct marketing		2,326,000			-			2,326,000
Total revenue		17,411,000			49,000			17,460,000
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization		11,207,000			-			11,207,000
Selling, general and administrative (including stock based compensation)		15,867,000			370,000			16,237,000
Depreciation and amortization		1,084,000			-			1,084,000
Total costs and expenses		28,158,000			370,000			28,528,000
Operating loss		(10,747,000	)		(321,000	)		(11,068,000	)
Other income (expense):
Interest income		69,000			-			69,000
Other income		1,000			3,000			4,000
Interest expense		(185,000	)		-			(185,000	)
Gain on extinguishment of debt		969,000			-			969,000
Amortization of deferred financing costs a debt discount		(8,000	)		-			(8,000	)
Dividends on preferred stock		-			(73,000	)		(73,000	)
(Loss) gain on investments		10,609,000			56,000			10,665,000
Loss on equity method investment		604,000			-			604,000
Loss from continuing operations before income taxes		1,312,000			(335,000	)		977,000
Income tax benefit		1,774,000			-			1,774,000
Loss from continuing operations		3,086,000			(335,000	)		2,751,000
Loss from discontinued operations, net of tax		1,668,000			-			1,668,000
Net loss		1,418,000			(335,000	)		1,083,000
Loss from continuing operations attributed to noncontrolling<br> interest		481,000			-			481,000
Net loss attributable to common stockholders	$	1,899,000		$	(335,000	)	$	1,564,000

DSS,Inc. and American Pacific Bancorp, Inc

CondensedCombined Statement of Operations

(unaudited)

Forthe Nine-Months Ended September 30, 2021

	DSS, Inc.<br> (Purchaser)			American Pacific <br> Bancorp,<br> Inc.<br> (Target)			Consolidated <br> Proforma
Revenue:
Printed products	$	10,652,000		$	-		$	10,652,000
Rental income		184,000			-			184,000
Bank interest income		-			62,000			62,000
Direct marketing		2,382,000			-			2,382,000
Total revenue		13,218,000			62,000			13,280,000
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization		9,513,000			-			9,513,000
Selling, general and administrative (including stock based compensation)		17,621,000			151,000			17,772,000
Depreciation and amortization		2,075,000			-			2,075,000
Total costs and expenses		29,209,000			151,000			29,360,000
Operating loss		(15,991,000	)		(89,000	)		(16,080,000	)
Other income (expense):
Interest income		3,130,000			-			3,130,000
Other income		575,000			-			575,000
Interest expense		(157,000	)		-			(157,000	)
Gain on extinguishment of debt		116,000			-			116,000
Dividends on preferred stock		-			(111,000	)		(111,000	)
(Loss) gain on investments		(10,894,000	)		(134,000	)		(11,028,000	)
Loss on equity method investment		(2,556,000	)		-			(2,556,000	)
Loss from continuing operations before income taxes		(25,777,000	)		(334,000	)		(26,111,000	)
Income tax benefit		4,315,000			-			4,315,000
Loss from continuing operations		(21,462,000	)		(334,000	)		(21,796,000	)
Income from discontinued operations, net of tax		2,129,000			-			2,129,000
Net loss		(19,333,000	)		(334,000	)		(19,667,000	)
Loss from continuing operations attributed to noncontrolling<br> interest		336,000			-			336,000
Net loss attributable to common stockholders	$	(18,997,000	)	$	(334,000	)	$	(19,331,000	)