false FY 0000771999 No No Yes Yes

 P1Y

 2023-06-30

 2024-03-01

 DSS:RentalRevenueIncomeMember

 DSS:RentalRevenueIncomeMember

 DSS:ManagementRevenueFeeIncomeMember

 DSS:ManagementRevenueFeeIncomeMember

 DSS:NetInvestmentRevenueIncomeMember

 DSS:NetInvestmentRevenueIncomeMember

 DSS:DirectMarketingMember

 DSS:DirectMarketingMember

 DSS:CommissionRevenueMember

 DSS:CommissionRevenueMember

 DSS:SentinelBrokersLLCMember

 2021-05-13

 DSS:SentinelBrokersLLCMember

 DSS:SentinelBrokersLLCMember

 2023-05-31

 DSS:SentinelBrokersLLCMember

 2023-05-31

 2022-02-27

 2022-03-08
 2022-03-09

 2022-05-16

 2022-05-16

 DSS:DSSIncMember

 2022-05-16

 DSS:SharingServicesGlobalCorpMember

 2023-05-03
 2023-05-04

 DSS:SharingServicesGlobalCorpMember

 2023-05-04

 DSS:SharingServicesGlobalCorpMember

 2023-05-03

 2023-05-04
 2023-05-04

 DSS:SharingServicesGlobalCorpMember

 DSS:CustomerOneMember

 DSS:CustomerTwoMember

 DSS:CustomerOneMember
 us-gaap: AccountsReceivableMember

 DSS:CustomerTwoMember
 us-gaap: AccountsReceivableMember

 DSS:CustomerOneMember

 DSS:CustomerTwoMember

 DSS:CustomerOneMember
 us-gaap: AccountsReceivableMember

 DSS:CustomerTwoMember
 us-gaap: AccountsReceivableMember

 DSS:PremierSubsidiaryMember

 DSS:PremierSubsidiaryMember

 DSS:SharingServicesGlobalCorporationSubsidiaryMember

 stpr: UT

 DSS:AMRELifeCarePortfolioLLCMember

 DSS:AMREWinterHavenLLCMember

 DSS:PremierPackagingCorpMember

 DSS:SentinelBrokersCompanyIncMember

 us-gaap: WarrantMember

 DSS:NoteOneMember

 DSS:NoteOneMember

 DSS:NoteOneMember

 DSS:NoteOneMember

 DSS:NoteTwoMember

 2021-09-23

 DSS:NoteTwoMember

 2021-09-23
 2021-09-23

 DSS:NoteTwoMember

 DSS:NoteTwoMember

 DSS:NoteThreeMember

 2021-10-25

 DSS:NoteThreeMember

 2021-10-25

 DSS:NoteThreeMember

 2021-10-24
 2021-10-25

 DSS:NoteThreeMember

 DSS:PromissoryNoteOneMember

 DSS:PromissoryNoteTwoMember

 DSS:PromissoryNoteOneMember

 DSS:PromissoryNoteTwoMember

 DSS:NoteFiveMember

 DSS:NoteFiveMember

 2021-12-28

 2022-12-29
 2022-12-29

 2021-12-28
 2021-12-28

 2023-11-27

 DSS:NoteSevenMember

 2022-01-24

 2022-01-23
 2022-01-24

 DSS:NoteSevenMember

 DSS:NoteSevenMember

 2022-03-02

 2022-03-02
 2022-03-02

 DSS:NoteNineMember

 2022-05-09

 DSS:NoteNineMember

 2022-05-09
 2022-05-09

 DSS:NoteNineMember

 DSS:NoteNineMember

 2022-08-29

 2022-08-28
 2022-08-29

 DSS:BorrowerTenMember

 2022-07-26

 2022-07-25
 2022-07-26

 DSS:NoteTwelveMember

 2022-06-15

 DSS:NoteTwelveMember

 2022-06-15
 2022-06-15

 DSS:NoteTwelveMember

 2023-08-31

 DSS:NoteTwelveMember

 DSS:NoteThirteenMember

 2021-02-19

 DSS:NoteThirteenMember

 2021-02-19
 2021-02-19

 DSS:NoteThirteenMember

 DSS:NoteThirteenMember

 DSS:NoteFourteenMember

 2023-05-08

 DSS:NoteFourteenMember

 DSS:NoteFourteenMember

 DSS:NoteFourteenMember

 2023-05-08
 2023-05-08

 DSS:NoteFifteenMember

 2023-06-27

 DSS:NoteFifteenMember

 2023-06-27
 2023-06-27

 DSS:NoteSixteenMember

 2023-03-31

 DSS:NoteSixteenMember

 2023-03-31
 2023-03-31

 DSS:NoteSixteenMember

 DSS:NoteSeventeenMember

 2023-09-28

 DSS:NoteSeventeenMember

 2023-09-27
 2023-09-28

 DSS:NoteEighteenMember

 2022-08-11

 DSS:NoteEighteenMember

 2022-08-11
 2022-08-11

 DSS:NoteEighteenMember

 DSS:NoteEighteenMember

 DSS:LoanMember

 DSS:LoanMember

 DSS:GeneralLoanPortfolioReserveMember

 DSS:GeneralLoanPortfolioReserveMember

 DSS:AsiliLLCMember
 DSS:BorrowerFourMember

 DSS:AsiliLLCMember
 DSS:BorrowerTwoMember

 DSS:AsiliLLCMember
 DSS:BorrowerSixteenMember

 DSS:AsiliLLCMember
 DSS:BorrowerNineteenMember

 DSS:GeneralLoanPortfolioReserveMember

 DSS:GeneralLoanPortfolioReserveMember

 2023-09-30

 us-gaap: MoneyMarketFundsMember

 us-gaap: MoneyMarketFundsMember

 DSS:MarketableSecuritiesMember

 DSS:MarketableSecuritiesMember

 us-gaap: MoneyMarketFundsMember

 us-gaap: MoneyMarketFundsMember

 DSS:MarketableSecuritiesMember

 DSS:MarketableSecuritiesMember

 us-gaap: WarrantMember
 us-gaap: FairValueInputsLevel2Member

 us-gaap: WarrantMember
 us-gaap: FairValueInputsLevel2Member

 DSS:ConvertibleSecuritiesMember
 us-gaap: FairValueInputsLevel2Member

 DSS:ConvertibleSecuritiesMember
 us-gaap: FairValueInputsLevel2Member

 DSS:HWHWorldIncMember
 DSS:SharingServicesGlobalCorporationMember

 DSS:SharingServicesGlobalCorporationMember
 DSS:AmendedAgreementMember

 DSS:SharingServicesGlobalCorporationMember
 DSS:AmendedAgreementMember

 DSS:SharingServicesGlobalCorporationMember
 DSS:AmendedAgreementMember

 2023-09-30

 DSS:HWHWorldIncMember

 DSS:HWHWorldIncMember

 DSS:ExecutiveDirectorAndChiefExecutiveOfficerMember

 DSS:ExecutiveDirectorAndChiefExecutiveOfficerMember

 DSS:WestParkCapitalIncMember

 2020-12-29
 2020-12-30

 DSS:WestParkCapitalIncMember

 DSS:WestParkCapitalIncMember

 DSS:DSSSecuritiesIncMember

 DSS:DSSSecuritiesIncMember

 2020-09-09

 2020-09-09

 DSS:BioMedTechnologiesAsiaPacificHoldingsLimitedMember

 2020-12-18
 2020-12-19

 DSS:BioMedTechnologiesAsiaPacificHoldingsLimitedMember

 2020-12-19

 2021-03-14
 2021-03-15

 2021-03-15

 2021-03-14
 2021-03-15

 DSS:OncologyPTELtdMember

 DSS:OncologyPTELtdMember

 2021-04-01
 2021-04-01

 2021-04-01

 2021-07-20
 2021-07-22

 DSS:StemtechCorporationMember
 DSS:SecuritiesPurchaseAgreementMember

 2021-09-30

 DSS:StemtechCorporationMember
 DSS:SecuritiesPurchaseAgreementMember

 2021-01-01
 2021-09-30

 DSS:StemtechCorporationMember
 DSS:SecuritiesPurchaseAgreementMember

 DSS:StemtechCorporationMember
 DSS:SecuritiesPurchaseAgreementMember

 DSS:MembershipUnitPurchaseAgreementMember
 DSS:MojiLifeLLCMember

 2021-09-30

 DSS:MembershipUnitPurchaseAgreementMember
 DSS:MojiLifeLLCMember

 2021-09-01
 2021-09-30

 2022-03-31

 us-gaap: MachineryAndEquipmentMember

 us-gaap: MachineryAndEquipmentMember

 us-gaap: MachineryAndEquipmentMember

 us-gaap: MachineryAndEquipmentMember

 DSS:BuildingAndImprovementsMember

 DSS:BuildingAndImprovementsMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: ComputerSoftwareIntangibleAssetMember

 us-gaap: ComputerSoftwareIntangibleAssetMember

 us-gaap: ConstructionInProgressMember

 us-gaap: ConstructionInProgressMember

 DSS:BuildingAndImprovementsMember

 DSS:BuildingAndImprovementsMember

 DSS:AssetPurchaseAgreementMember
 DSS:CeliosCorporationMember

 2022-08-24
 2022-08-25

 DSS:AssetPurchaseAgreementMember
 DSS:CeliosCorporationMember

 DSS:AssetPurchaseAgreementMember
 DSS:CeliosCorporationMember

 DSS:AssetPurchaseAgreementMember
 DSS:CeliosCorporationMember

 DSS:DevelopedTechnologyAssetsMember

 DSS:DevelopedTechnologyAssetsMember

 DSS:DevelopedTechnologyAssetsMember

 DSS:AcquiredIntangiblesTwoMember

 DSS:AcquiredIntangiblesTwoMember

 DSS:AcquiredIntangiblesTwoMember

 us-gaap: PatentsMember

 us-gaap: PatentsMember

 us-gaap: PatentsMember

 DSS:UnsecuredPromissoryNoteMember
 DSS:AmericanMedicalREITIncMember

 2020-03-02

 DSS:PremierPackagingBankOfAmericaNAMember

 2021-05-20

 DSS:PremierPackagingBankOfAmericaNAMember

 DSS:PremierPackagingBankOfAmericaNAMember

 2021-07-29

 DSS:FacilityMember

 2021-07-29

 2021-07-29

 DSS:TenantImprovementsMember

 2021-07-29

 us-gaap: OtherIntangibleAssetsMember

 DSS:BMICLoanMember

 DSS:BMICLoanMember

 DSS:BMICLoanMember

 DSS:BMICLoanMember

 DSS:WilsonLoanMember

 DSS:WilsonLoanMember

 DSS:WilsonLoanMember

 DSS:WilsonLoanMember

 DSS:FacilityMember

 DSS:SiteImprovementsMember

 2022-07-29

 us-gaap: ExtendedMaturityMember

 2021-11-30

 2021-11-30

 2022-03-16

 DSS:FacilityMember

 2022-03-16

 2022-03-16

 DSS:SiteAndTenantImprovementsMember

 2022-03-16

 DSS:SecurityAgreementMember

 2023-03-30

 DSS:SecurityAgreementMember
 DSS:UnionBankAndTrustCompanyMember

 2023-03-30

 DSS:SecurityAgreementMember

 2023-03-30
 2023-03-30

 DSS:SecurityAgreementMember

 2022-03-01
 2022-03-31

 2022-03-01
 2022-03-31

 DSS:HengFaiAmbroseChanMember
 DSS:EmploymentAgreementMember

 2022-03-07
 2022-03-10

 DSS:FrankHeuszelMember
 DSS:EmploymentAgreementMember

 2022-05-04
 2022-05-05

 DSS:HengFaiAmbroseChanMember
 DSS:EmploymentAgreementMember

 2022-05-24
 2022-05-25

 DSS:AmericanMedicalREITIncMember

 DSS:AlsetEHomeMember

 2022-02-18

 DSS:FrankHeuszelMember
 DSS:EmploymentAgreementMember

 2023-04-10
 2023-04-10

 2024-01-04
 2024-01-04

 DSS:TwoThousandAndTwentyPlanMember

 2019-12-09

 DSS:TwoThousandAndTwentyPlanMember

 2019-12-08
 2019-12-09

 DSS:TwoThousandAndTwentyPlanMember

 DSS:TwoThousandAndThirteenPlanMember

 2013-06-20

 DSS:TwoThousandAndThirteenPlanMember

 DSS:SeriesAConvertiblePreferredStockMember

 DSS:DSSBioHealthSecuritiesIncMember

 DSS:DSSBioHealthSecuritiesIncMember

 DSS:FederalMember

 DSS:FederalMember

 2020-12-31

 2020-01-01
 2020-12-31

 stpr: CA

 stpr: CA

 2017-12-30
 2018-01-02

 DSS:AdditionalContributionMember

 2017-12-30
 2018-01-02

 DSS:LicenseAgreementMember
 DSS:BioMedicalMember

 2022-03-19
 2022-03-19

 DSS:LicenseAgreementMember

 2022-03-19
 2022-03-19

 DSS:MaidenBiosciencesIncMember

 2021-02-14
 2021-02-15

 DSS:LicenseAgreementMember
 DSS:BioMedicalMember

 2022-12-19
 2022-12-20

 DSS:ProductPackagingMember

 DSS:CommercialBankingMember

 DSS:DirectMarketingOnlineSalesMember

 DSS:BiotechnologyMember

 DSS:SecuritiesMember

 us-gaap: CorporateMember

 DSS:ProductPackagingMember

 DSS:CommercialBankingMember

 DSS:DirectMarketingOnlineSalesMember

 DSS:BiotechnologyMember

 DSS:SecuritiesMember

 us-gaap: CorporateMember

 DSS:ProductPackagingMember

 DSS:CommercialBankingMember

 DSS:DirectMarketingOnlineSalesMember

 DSS:BiotechnologyMember

 DSS:SecuritiesMember

 us-gaap: CorporateMember

 DSS:ProductPackagingMember

 DSS:CommercialBankingMember

 DSS:DirectMarketingOnlineSalesMember

 DSS:BiotechnologyMember

 DSS:SecuritiesMember

 us-gaap: CorporateMember

 us-gaap: GeographicConcentrationRiskMember
 us-gaap: NonUsMember

 us-gaap: GeographicConcentrationRiskMember
 us-gaap: NonUsMember

 DSS:PackagingPrintingandFabricationMember

 DSS:CommercialandSecurityPrintingMember

 DSS:PackagingPrintingandFabricationMember

 DSS:CommercialandSecurityPrintingMember

 DSS:DirectMarketingInternetSalesMember
 DSS:DirectMarketingMember

 DSS:DirectMarketingInternetSalesMember
 DSS:DirectMarketingMember

 DSS:RentalIncomeMember
 DSS:RentalRevenueIncomeMember

 DSS:RentalIncomeMember
 DSS:RentalRevenueIncomeMember

 DSS:CommissionIncomeMember
 DSS:CommissionRevenueMember

 DSS:CommissionIncomeMember
 DSS:CommissionRevenueMember

 DSS:ManagementFeeIncomeMember
 DSS:ManagementRevenueFeeIncomeMember

 DSS:ManagementFeeIncomeMember
 DSS:ManagementRevenueFeeIncomeMember

 DSS:NetInvestmentIncomeMember
 DSS:NetInvestmentRevenueIncomeMember

 DSS:NetInvestmentIncomeMember
 DSS:NetInvestmentRevenueIncomeMember

 DSS:OncologyPTELtdMember

 2021-03-17

 DSS:OncologyPTELtdMember

 2022-05-16

 DSS:HWHInternationalIncMember

 2017-10-31

 DSS:HWHInternationalIncMember

 2017-10-30
 2017-10-31

 DSS:HWHInternationalIncMember

 2022-08-08
 2022-08-09

 DSS:AlsetEHomeMember

 2022-07-02

 2022-08-29

 2022-08-28
 2022-08-29

 utr:acre

 DSS:Segments

 utr:sqft

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 SECURITIES
EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 SECURITIES
EXCHANGE ACT OF 1934

 For
the transition period from _________ to __________

 Commission
file number 001-32146

 DSS,
INC.

 (Exact name of registrant as specified
in its charter)

 New
 York

 16-1229730

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.Employer

 Identification No.)

Wiregrass Pkwy

 Henrietta,
 New York 14586

 (Address of principal executive offices)

 (585) 325-3610

 (Registrant's
 telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.02 per share

 DSS

 NYSE
 American LLC

registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant
is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. YES NO

 Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. YES NO

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES
 NO

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and
"emerging growth company" in Rule 12b-2 of the Exchange Act

 Large
 Accelerated Filer

 Accelerated
 Filer

 Non-Accelerated
 Filer

 Smaller
 Reporting Company

 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.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes No

is a shell company (as defined by Rule 12b-2 of the Act). Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

 The aggregate market value of the registrant's
common stock held by non-affiliates of the registrant computed by reference to the price at which the common stock was last sold, as
reported on the NYSE American LLC exchange on June 30, 2023 was $ 20,278,452.

 The number of shares of the registrant's
common stock outstanding as of March 1, 2024, was 7,066,772.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 DSS,
INC. & SUBSIDIARIES

 Table
of Contents

 ITEM

 BUSINESS

 ITEM
 1A

 RISK FACTORS

 ITEM
 1B

 UNRESOLVED STAFF COMMENTS

 ITEM 1C

 CYBERSECUTIRY

 ITEM

 PROPERTIES

 ITEM

 LEGAL PROCEEDINGS

 ITEM

 MINE SAFETY DISCLOSURES

 ITEM

 MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM

 SELECTED FINANCIAL DATA

 ITEM

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A

 CONTROLS AND PROCEDURES

 ITEM
 9B

 OTHER INFORMATION

 ITEM

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM

 EXECUTIVE COMPENSATION

 ITEM

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM

 FORM 10-K SUMMARY

 SIGNATURES

 PART
I

 ITEM
1 - BUSINESS

 Overview

 DSS, Inc.
(together with its consolidated subsidiaries (unless the context otherwise requires), referred to herein as "DSS,"
"we," "us," "our" or the "Company", currently operates five distinct business lines
operate around the globe with primary operations in North America and Asia. The six divisions are:

 1.

 Packaging,

 2.

 Biotechnology,

 3.

 Lending,

 4.

 and Investment Management, and

 5.

 Alternative
 Trading,

 6.

 Direct Marketing,

 Each of these business lines are in various
stages of development, growth, and income generation. Due to these variations in the business cycle, including differences in revenue
and assets acquired, the company is currently reporting financial information for five of these operating segments:

 1.

 Packaging,

 2.

 Lending,

 3.

 Biotechnology,

 4.

 Direct
 Marketing, and

 5.

 and Investment Management

 As the other divisions grow and start
generating material operations and revenue, those operating segments will be added to our financial segmental reporting.

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

 1.

 Packaging: The Company's consumer packaging and security printing business is led by its wholly owned subsidiary, 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.

 Biotechnology:
 ("Biotech") Biotechnology, a science-driven industry sector that uses living organisms and molecular biology to produce
 healthcare-related products, progressed on multiple fronts in 2021. This 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. We had a productive year including key patent awards, the advancement of key programs, the release of positive study results,
 and several projects now in global licensing discussions. Assets of this group are organized under the holding company, DSS BioHealth
 Security, Inc. Its subsidiaries are currently operating in Houston, TX and Rochester, NY. The group also has a research facility
 in Winter Haven, Florida.

 3.

 Lending: American Pacific Bancorp, Inc. ("APB") represents our banking and financing
 business line. During 2023, APB issued more than $14 million in new loans, and over $4 million in renewal loan to customers with
 strong credit quality across a diverse portfolio of businesses. Looking ahead, to better meet the needs of the current financial
 market, the company is looking to transition away from certain industries like direct marketing and focus more on growing its inventory
 / equipment loan portfolio as well as engaging in more specialized areas of lending like broker/dealer loans. We will continue to
 monitor our managed loan portfolio of more than $22 million, which earns 1.25% annually in service charges, and explore future opportunities.
 Importantly, the equity portfolio as a bank holding company is anticipated to remain relatively stable, regardless of stock market
 fluctuations.

 4.

 and Investment Management: In 2023, DSS continued our strategic investments in three broker dealers; WestPark Capital, BMI Capital
 Investments, and Sentinel Brokers Company, Inc. Additionally, we have become the Registered Investment Advisor ("RIA") for DSS AmericaFirst Quantitative Funds (DSS
 AmericaFirst) family. This group of businesses is led by its holding company, DSS Securities, Inc., ("DSS Securities")
 and the group is currently headquartered in Houston, Texas, with operations in Chicago, Illinois, Sacramento, California, Los Angeles,
 California, and New York, NY. Also in this segment is the Company's real estate investment trusts ("REITs"), 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. This group is headquartered
 in Houston, Texas.

 5.

 Alternative
 Trading: ("Alt. Trading") This Division 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 obtain a broker-dealer license and launch an Alternative Trading System ("ATS"). The ATS, focusing on financial
 market inefficiencies, will utilize a blockchain based financial market infrastructure ('FMI') that will trade digital
 asset securities exempt from registration, or 'private securities'. The digital FMI will allow for T+0 settlement, which
 USX believes can be used to attract liquidity. The platform will generate trading liquidity for the 'middle' market –
 companies that are seeking to raise under $150M USD, can pursue private placements, which have lower compliance costs that public
 offerings. USX Holdings Company, Inc. ("USX"), a subsidiary of the DSS Blockchain, Inc., is a collaboration between the
 GSX Group, Coinstreet Partners and DSS, Inc. This collaboration is currently in the planning stages. The Alt. Trading division is
 currently headquartered in Houston, TX.

 6.

 Digital
 Transformation (Legacy): This division was established to serve as a Preferred Technology Partner and Application Development
 Solution for mid-cap brands across various industries, including the direct selling and affiliate marketing sector. Digital Transformation
 enhanced marketing, communications, and operational processes through tailored software development and implementation. It successfully
 launched several mobile applications for direct sales businesses, seamlessly integrating back-office and social networking functions.
 Please note that Digital Transformation was headquartered in Hong Kong until its discontinuation in 2023.

 7.

 Secure
 Living (Legacy): This division had embarked on a mission to create fully sustainable, secure, connected, and health-focused
 living communities, featuring homes equipped with advanced technology, energy-efficient solutions, and high-quality living environments,
 catering to both new construction and renovation projects for single and multi-family residential housing. Secure Living had been
 actively collaborating with various land development partners across the United States to develop complete, fully sustainable single-family
 subdivisions promoting healthy living. Secure Living was headquartered in Houston, Texas, until it was wound down
 in 2023.

 8.

 Alternative
 Energy (Legacy): This group was established with the vision to lead the company into the clean energy sector, focusing
 on environmentally responsible and sustainable initiatives. Alset Energy, Inc., the holding company for this group, and its wholly
 owned subsidiary, Alset Solar, Inc., were dedicated to the development of utility-scale solar farms to support regional power grids
 in the United States and provide small microgrids for independent energy on underutilized properties. In addition to solar farms,
 solar battery banks, and residential energy creation and storage, Alset Energy also explored alternative energy investment and development
 opportunities. Our overarching goal was to make a significant impact in mitigating the negative effects of climate change by reducing
 air pollution and expanding access to clean energy, thus contributing to global economic well-being. Alset Energy
 was headquarters in Houston, Texas until its discontinuation in 2023.

 9.

 Direct Marketing: ("Direct")
 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
 licensing its products and services through its subsidiary HWH World, Inc. ("HWH World") using the popular gig economic
 marketing strategy as a form of direct marketing. Direct's products include, among other things, nutritional and personal care
 products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe.

 2023
RECAP

 The following is a summary of the DSS
reported transactions and investments since January 2023 that reflect the active advancements and investments in these business lines:

 On
April 17, 2023, DSS, Inc.. announced today that Jason
Grady, Chief Operating Officer of DSS, will be presenting at the Emerging Growth Virtual Conference on Wednesday, April 19 from 1:45-2:15
PM.

 On
April 19, 2023, DSS, Inc. announced that the Company plans to distribute to its stockholders common stock of Sharing Services
Global Corporation (" Sharing Services "
or " SHRG ") that is beneficially held
by DSS, directly and through its subsidiary, Decentralized Sharing Systems, Inc. (" DSSI ").
Sharing Services is a diversified direct marketing company that is currently listed on the OTC (OTC: SHRG) and is in the process of up-listing
to Nasdaq.

 On
May 1, 2023, DSS, Inc. announced today the distribution date for the common stock of Sharing Services Global Corporation ("Sharing
Services" or "SHRG") that is beneficially held by DSS, directly and through its subsidiary, Decentralized Sharing Systems,
Inc. ("DSSI"). As previously announced, DSS Inc., together with its subsidiary DSSI, distributed (the "Distribution")
approximately 280 million shares of Sharing Services' common stock beneficially held by DSS and DSSI in a distribution to holders
of DSS common stock, par value $0.02 per share ("DSS Common Stock") as of April 28, 2023. Each share of DSS Common Stock
outstanding as of 5:00 p.m., New York City time, held on April 28, 2023, will entitle the holder thereof to receive two (2) SHRG common
stock shares to be distributed on May 4, 2023.

 On
May 16, 2023, DSS, Inc reported earnings results for the First Quarter Ended March 31, 2023. Premier Packaging division
had a stellar quarter in booking a 72% increase in revenues in the first quarter compared to the First Quarter of 2022 as a result
of our capital investments completed over the past year."

 On
June 26, 2023, DSS, Inc Announces Record and Distribution Date for Impact BioMedical Spin-Off Special Dividend. DSS, Inc.
has filed for the distribution of a special stock dividend to DSS Inc. shareholders of record on June 30th for distribution on July 14,
2023. DSS shareholders of record as of 4:00 p.m. ET on June 30, 2023 (the "record date") will receive four (4) shares of
Impact Biomedical, Inc. for every one (1) share of DSS.

 On
June 30, 2023, DSS, Inc announced updated shareholder of record date for Spin-Off of Impact BioMedical, Inc. DSS, Inc. filed for
the distribution of a special stock dividend of Impact Biomedical Inc. to DSS Inc. shareholders of record on July 10, 2023, pending SEC
clearance. DSS shareholders of record as of 5:00 p.m. ET on July 10, 2023 (the "record date") were entitled to four (4) shares
of Impact Biomedical Inc. for every one (1) share of DSS on the distribution date.

 On
July 31, 2023, DSS, Inc. announced today the distribution date for the previously announced stock dividend of Impact BioMedical
Inc. DSS Inc. shareholders of record on July 10, 2023 will be entitled to four (4) shares of Impact Biomedical Inc. for every one (1)
share of DSS to be distributed on August 8, 2023.

 On
October 23, 2023, DSS, Inc. announced that a registration statement on Form S-1 was filed with the U.S. Securities and Exchange Commission
("SEC") relating to the proposed initial public offering of DSS's wholly-owned subsidiary, Impact Biomedical.

 On
October 26, 2023, DSS, Inc. announced that the Company received a letter (the "Letter") from the staff of
NYSE American LLC (the "Exchange") stating that the Company's securities have been selling for a low price per
share for a substantial period of time and, pursuant to Section 1003(f)(v) of the NYSE American Company Guide. The Company's
continued listing is predicated on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price
improvement within a reasonable period of time, which the Exchange has determined to be no later than April 20, 2024.

 On
November 8, 2023, Impact BioMedical Inc. ("Impact")
filed a Current Report on Form 8-K with the Securities and Exchange Commission on November 6, 2023, disclosing that Impact effected a
reverse stock split of its issued and outstanding common stock by a ratio of 1 for 55. Impact did not effectuate a reverse split of its
authorized capital stock and no amendment to the articles of incorporation or bylaws was made. Impact received approval from its majority
stockholder and the Company's Board of Directors to effectuate the reverse split.

 On
November 14, 2023, DSS, Inc. announced that, in a unanimous
decision, the Court of Appeals for the Federal Circuit (CAFC) rejected Nichia Corp.'s challenge to U.S. Patent No. 6,879,040
(the '040 Patent). U.S. Chief Circuit Judge Kimberly Moore, who authored the opinion, and U.S. Circuit Judges Kara Stoll and
Tiffany Cunningham sat on the panel for the Federal Circuit.

 On
November 28, 2023, Premier Packaging, a Wholly-Owned Subsidiary of DSS, Inc., Secures Contract Extension with Major
Retailer Worth Up to $15 Million over Four Years. DSS, Inc. announced today that its wholly-owned subsidiary, Premier Packaging
signed a contract extension with an existing client for the next three years totaling a minimum of $12 Million
with a fourth year extension option bringing the potential total revenue to over $15 Million.

 On
December 22, 2023, DSS, Inc. announced that
it will proceed with a 1-for-20 reverse stock split (the "Reverse Split") of its issued and outstanding shares of common
stock, par value $0.02, following authorization by its Board of Directors and majority shareholders to effect a reverse split by a ratio
of not less than 1-for-20 and not more than 1-for-40 (the "Reverse Split Range"), at any time on or before April 20, 2024,
with the Board having the discretion as to whether or not the Reverse Split is to be effected, and with the exact ratio to be set at
a whole number within the Reverse Split Range as determined by the Chief Executive Officer in his discretion. The reverse split was effective January 8, 2024.

 STRATEGIC
BUSINESS PLAN AND 2023 PROGRESSION

 Here
we highlight three specific developments:

 We are preparing
for an Initial Public Offering ("IPO") of our majority owned subsidiary, Impact Biomedical, Inc. ("IBIO"),
after distributing four shares of IBIO for every share of DSS held as of the record date of July 10, 2023.

 Once the IPO has
been completed, these stock dividend shares will not be eligible for resale until 180 days from the effective date of the IPO, a
restriction that can be lifted at the discretion of IBIO. The structure of this spinoff is designed for DSS to maintain the
consolidation of IBIO's financials, ensuring our shareholders receive the benefits of IBIO's success on a go forward
basis. Our license agreement with ProPhase Labs (Nasdaq: PRPH) is resulting in promising clinical advancement in the development of
our Linebacker and Equivir assets. Impact Biomedical is actively considering various ways to maximize the value of its investments
and assets. The company is excited about the opportunities that the IPO will create and is looking forward to introducing its
shareholders to subsequent spinoffs or similar liquidity events.

 Turning to our
product packaging division, Premier Packaging Corporation, Inc., net income increased 126% year over year. Premier Packaging
Corporation is experiencing a positive trend in its financial performance, thanks to strategic investments and operational
improvements.

 Our commitment to
reinforcing our leadership dynamics is evident in the recent enhancement of the management team at DSS Wealth Management, Inc. This deliberate
move is aimed at fostering a legacy of investment excellence and scaling our assets under management. We are planning to launch a Total
Return Bond Fund, to capitalize on the prevailing higher interest rates.

 Three-Stage
Development for Exponential Growth

 For every completed acquisition, and
taking into consideration market conditions and other constraints, we adhere to a well-structured three-stage development process with
the goal of maximizing value creation and propelling our growth by expanding our capabilities, strength, and scale.

 Stage 1: Asset Acquisition
and Organizational Development In this initial phase, our focus lies in identifying and acquiring assets, vehicles, asset structures,
and assembling the necessary talent and organizations. This strategic step serves as the strong foundation upon which we build future
growth.

 Stage 2: Revenue
Generation and Operational Excellence Our second stage revolves around driving revenue through diverse channels, including revenue streams,
licensing, and other scalable sources. Our primary objective during this phase is the creation of efficient and well-operating businesses
that excel in operational performance. The success achieved in this stage in 2022, evidenced by substantial revenue growth, is a testament
to our efforts.

 Stage 3: Profitability
and Positive EBITDA The third and final stage focuses on achieving positive EBITDA (Earnings Before Interest, Taxes, Depreciation, and
Amortization) and profitability. This is realized through the optimization of business operations, capitalizing on scale and efficiency
to generate sustained profits.

 Growth
Strategies

 IPOs as a Growth Strategy: Our company
has plans to pursue Initial Public Offerings (IPOs) as a means to share its success with shareholders. We aim to take our businesses
public once they reach an optimal point for effective leverage and meet internal goals and expectations.

 Decentralized Sharing Model: We firmly
believe in our unique decentralized sharing model, combined with the three-stage development process, to create substantial shareholder
value. This model involves distributing dividends from potential IPOs directly to benefit shareholders.

 In summary, our strategy delineates a
methodical approach encompassing asset acquisition, revenue generation, operational efficiency, profitability, and ultimately, taking
businesses public through IPOs to reward our shareholders. We place a strong emphasis on our decentralized sharing model, ensuring that
the benefits of our success are shared directly with our valued shareholders.

 Premier
Packaging Secures Contract Extension with Major Retailer

 Our Premier Packaging
Corporation, Inc. ("Premier") subsidiary provides a clear example of the second stage of our development process as it began
operations at its new 105,000 sq. ft. facility in Western New York in the first half of 2022. The increased production capacity at the
new facility, which has enabled us to meet growing customer demand, was a key driver behind our nearly 3% year-over-year revenue growth
for this segment in the most recently reported quarter as well as net income increase of 126% year over year.

 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. Utilizing these investments, we design and manufacture folding cartons that attract the consumer's
attention when and where it matters most at the point of sale.

 In 2023, Premier
Packaging signed a contract extension with an existing client for the next three years with expected revenue to approximate $12
Million with a fourth-year extension.

 We are very pleased
to see that our capital investment to increase production capacity and economies of scale at Premier Packaging continues to result in
satisfied clients and increasing revenues. Since inaugurating Premier's state-of-the-art 105,000 sq. ft. facility in 2022, our
packaging division has expanded its customer base and built a competitive advantage in the packaging industry. We will continue to add
capabilities in key areas that increase operational efficiencies to strengthen Premier's foundation and offerings while continuing
to provide world-class service to our customers.

 Premier specializes in creating innovative
fiber-based, folding cartons and packaging solutions which provide a sustainable alternative to traditional plastic packaging.

 Impact
BioMedical Share Distribution and IPO

 In the field of Biotechnology
and Biomedical, Impact Biomedical Inc. is dedicated to the discovery, validation, and patenting of innovative scientific advancements
and technologies that lead to new developments in human healthcare and well-being. Once these breakthroughs are ready for implementation,
IBIO collaborates closely with various partners through licensing agreements, co-development initiatives, joint ventures, and other strategic
relationships to facilitate the introduction of these novel healthcare solutions to the market. Their mission is to advance and bring
to fruition cutting-edge innovations that have the potential to significantly impact and improve the field of human health and wellness.

 In 2023, Impact BioMedical,
a vital component of our BioHealth group, made significant strides in various areas. These achievements included promising initial test
results related to new bioplastics, the reinforcement of intellectual property safeguards, and the establishment of licensing agreements
with ProPhase Biopharma, a wholly-owned subsidiary of ProPhase Labs, Inc. (Nasdaq: PRPH). ProPhase Labs, an extensively diversified diagnostic
company with a track record spanning over three decades, dedicated to enhancing wellness and improving health through both over-the-counter
(OTC) and prescription products. They have shown strong belief in Impact BioMedical's Linebacker compounds, recognizing their potential
value in the multi-billion-dollar range as co-therapies for cancer. Furthermore, ProPhase Labs anticipates the launch of Equivir as an
OTC supplement in late 2023. Additionally, ProPhase BioPharma is preparing to submit an Investigational New Drug ("IND") application to
the US FDA for Equivir G as a prescription antiviral.

 Impact BioMedical
effectively utilizes its scientific expertise and intellectual property rights to provide innovative solutions to long-standing challenges
within the biomedical field. The company's primary focus lies in dedicated research and discovery efforts aimed at developing promising
products for the prevention, inhibition, and treatment of neurological, oncological, and immuno-related diseases. For further details
about Impact BioMedical, you can visit their website at

 With a strengthened
foundation now in place, we expect Impact BioMedical to provide us with the first opportunity to clearly demonstrate a core tenant of
our vision – sharing our success with our shareholders. In August of 2023, DSS, Inc. distributed a stock dividend of four (4) shares
of Impact BioMedical Inc. to all DSS Inc. shareholders of record on July 10, 2023. Each share of Impact BioMedical distributed as part
of the distribution will not be eligible for resale until 180 days from the date Impact BioMedical's initial public offering becomes
effective under the Securities Act, subject to the discretion of the Company to lift the restriction sooner.

 Importantly, Impact
BioMedical is just one of multiple assets we believe can have liquidity events in 2024 as we continue to diligently move our growing
portfolio of businesses through our unique and strategic value creation process.

 Key
Upcoming Milestone for AmericaFirst Quantitative Funds

 AmericaFirst Quantitative
Funds, part of our Securities and Investment Management segment, showed improved performance versus benchmarks for three of the four
mutual funds under management since the new investment advisory team took over in May 2023. In addition to focusing on improved relative
performance, the team expects to enhance marketing and sales efforts to grow assets under management, continue to improve operational
efficiencies, and plans to launch a Total Return Bond Fund in the first half of the year.

 Reporting
Operating Segments:

 As we have reported
above, we financially report business operating results on five operating segments, which we believe will certainly increase and transition
as the newer lines of business develop and mature. However, the five business segments that we are reporting on in 2023 are as follows:

 Premier
Packaging: ("Premier") Premier Packaging Corporation provides custom packaging services and serves clients
in the pharmaceutical, nutraceutical, consumer goods, beverage, specialty foods, confections, photo packaging and direct marketing industries,
among others. The group also provides active and intelligent packaging and document security printing services for end-user customers.
In addition, the division produces a wide array of printed materials, such as folding cartons and paperboard packaging, security paper,
vital records, prescription paper, birth certificates, receipts, identification materials, entertainment tickets, secure coupons and
parts tracking forms. The division also provides resources and production equipment for our ongoing research and development of security
printing, brand protection, consumer engagement and related technologies.

 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.

 We will continue
to add capabilities in key areas that increasing operational efficiencies to strengthen our foundation and offerings to our customers
while continuing to provide world-class customer service to the customers we serve.

Lending: ("Commercial Lending") through its operating company, American
Pacific Bancorp, Inc. ("APB") represents our banking and financing business line. Looking ahead, to better meet the needs of the current financial market, the company is looking to
transition away from certain industries like direct marketing and focus more on growing its inventory / equipment loan portfolio as well
as engaging in more specialized areas of lending like broker/dealer loans. We will continue to monitor our managed loan portfolio of
more than $6 million, which earns 1.25% annually in service charges, and explore future opportunities. Importantly, the equity portfolio
as a bank holding company is anticipated to remain relatively stable, regardless of stock market fluctuations.

 Biotechnology:
 ("Biotech") 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 BioMedical 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.

 Impact BioMedical has several important
and valuable products, technology or compounds that are in continuing development and/or licensing stages:

 LineBacker:
 Multi-faceted therapeutic platform for metabolic, neurologic, cancer, and infectious diseases.

 Equivir:
 A polyphenol compound that is believed to be successful in antiviral infection treatments. Equivir/Nemovir technology is a novel
 blend of FDA Generally Recognized as Safe ("GRAS") eligible polyphenols ( e.g., Myricetin, Hesperetin, Piperine)
 which have demonstrated antiviral effects with additional potential application as health supplements or medication. Polyphenols
 are sourced from fruits, vegetables, and other natural substances. Myricetin is a member of the flavonoid class of polyphenolic compounds
 with antioxidant properties. Hesperitin is a flavanone and Piperine is an alkaloid, commonly found in black pepper.

 Procombin:
 Applications as food additive, and natural preservative for beauty and person care products as well as natural food preservative.

 VanXin:
 Food preservative booster made up of polyphenols that extend the shelf life.

 Bioplastics:
 Advanced bio-compatible plastics that mitigate accumulation of plastics in oceans and landfills and provide UVA and UVB protection
 for many types of material for including containers, hard surfaces, and fibers for clothing. The technology is presently in development
 and testing antimicrobial plastics for consumer products that control the spread of active pathogens such as SARS-CoV-2, Influenza,
 E. coli, Staph, and Rhinovirus, by exploiting key strategies found in the biological realm. These new plastics are specifically focused
 on solutions for common products such as cups, plates, utensils, plastic bags, and countertops. The first prototypes are currently
 undergoing antimicrobial resistance testing.

 Laetose:
 Laetose technology is derived from a unique combination of sugar and inositol, which demonstrates the ability to inhibit the inflammatory
 and metabolic response of sugar alone. A sugar alternative which is believed to lower human glycemic indexes and is believed to be
 a breakthrough alternative sugar aimed to combat diabetes. The use of Laetose in a daily diet, compared to sugar, could result in
 30% lower sugar consumption and lower glycemic index/load.

 3F:
 A botanical compound believed to serve as an insect repellent and anti-microbial agent. 3F is a unique formulation of specialized
 ingredients ( e.g. terpenes) from botanical sources with demonstrated effect as an insect repellent and an antimicrobial.

 3F
 Mosquito Repellent: 3F repellent contains botanical ingredients that mosquitos avoid. These ingredients are scientifically proven1
 to affect the mosquito's receptors, essentially making the insect blind to a human's presence. This can be utilized as
 a stand-alone repellent or as an additive in detergents, lotions, shampoo, and other substances to provide mosquito protection.

 3F
 Antimicrobial: 3F antimicrobial contains botanical ingredients known to kill viruses. These ingredients are scientifically proven
 to inhibit viral replication. This can be utilized as a stand-alone antimicrobial or as an additive in detergents, lotions, shampoo,
 fabrics, and other substances.

 Quantum:
 The solution to the Patent Cliff accomplished by creating a new class of medicinal chemistry that uses advanced methods to increase
 effectiveness and persistence of natural compounds and existing drugs. The safety attributes of the original molecules are maintained.
 Typically, drug discovery processes modify functional groups. Quantum's new techniques alter behavior of molecules at the sub-molecular
 level. It is estimated that 65% of the World Health Organization Essential Medicines List can be improved and re-patented using Quantum
 and these methods can be used to enhance and patent natural compounds including many substances used in traditional medicines around
 the world.

 Bio
 Med (license): A probiotic gut health product that helps to regulate many physiological functions, ranging from energy regulation
 and cognitive processes to toxin neutralization and immunity against pathogens.

 The business model of 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.

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/investments 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.

 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 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.

 BMIC:
 BMIC 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, BMIC services companies in the US, Hong Kong, Singapore, Taiwan, Japan, Canada, and Australia.

 DSS
 Wealth Management: AmericaFirst is a suite of mutual funds managed by DSS Wealth Management.
 AmericaFirst expects to expand into numerous investment platforms including additional mutual
 funds and exchange-traded funds. AmericaFirst currently consists of four mutual funds that
 seek to outperform their respective benchmark indices by applying top-down, fundamental research,
 quantitative and technical analysis to stock selection and portfolio management.

 Direct Marketing Segment: Prior to June
2023, the Direct Marketing business segment, operated through its holding company, Decentralized Sharing Systems, Inc., along with
its subsidiaries and partners, including Sharing Services Global Corporation, offered a diverse range of products and services
through an extensive independent contractor network until its transition to SHRG in late 2023 to effect DSS's refocus on core
business lines.

 For instance, one of Decentralized's
wholly-owned subsidiaries, HWH World, Inc., was dedicated to promoting products and services that aligned with its core values of health,
wealth, and happiness. Within the HWH Marketplace and its associated brands, the primary goal was to assist customers in achieving their
healthiest and happiest selves. In terms of health-related offerings, the company provided herbal alternatives, nutraceuticals, consumables,
topicals, dietary supplements, beauty and skincare products, personal care items, gut health products, aloe vera-based supplements, and
various wellness products. In the wealth sector, the company developed educational tools to help users manage their finances effectively
and offered savings programs to assist consumers in reaching their financial goals. In pursuit of happiness, the company collaborated
with partners to acquire or establish products and services that enabled consumers to enjoy a healthy lifestyle, including access to a
global travel membership network.

 Sharing Services Global Corporation
("SHRG"), founded in Nevada on April 24, 2015, is focused on enhancing shareholder value by developing or acquiring businesses
and technologies that expand its product and services portfolio, enhance its business capabilities, and broaden its geographic presence.
Sharing Services' integrated platform harnesses the expertise of various companies engaged in direct-to-consumer product marketing
through independent contractors. Their shared services platform caters to the direct selling "gig economy" sector by providing
essential services such as equity and inventory financing, advisory services, mobile application tools, merchant processing services,
commercial insurance, and event planning to smaller direct sales companies. Sharing Services, through its subsidiaries, currently markets
and distributes health and wellness products, including subscription-based travel services, in the United States, Canada, and Mexico,
utilizing a direct selling business model. Their growth strategy involves both organic expansion and strategic acquisitions that complement
their product range, enhance their business capabilities, and align with their overall growth objectives.

 Beginning
in July 2023, Direct now specializes in licensing its products and services through its subsidiary HWH World, Inc. ("HWH World")
using the popular gig economic marketing strategy as a form of direct marketing. Direct's products include, among other things,
nutritional and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe.

 Intellectual
Property

 Patents

 Impact Biomedical Inc. has nine (9)
patents issued, one(1) allowed, and over forty (40) patents pending worldwide with expiration of US patents between 2029 and 2040.
Pending patents could extend this exclusivity period in all regions.

 The issued and allowed patents include
composition and method of application for Linebacker, Equivir, 3F (Functional Fragrance), and Laetose.

 Trademarks

 We have several trademarks
related to our DSS, Inc. businesses.

 Websites:

 The
primary corporate website we maintain is www.dssworld.com. Our other sites are:

 American Medical REIT, Inc:

 DSS AmericaFirst:

 American Pacific Bancorp ("APB"):

 DSS PureAir, Inc.:

 Premier Packaging:

 Impact Biomedical:

 In addition to the
active websites, the Company is building multiple new sites and owns several other domain names reserved for future use or for strategic
competitive reasons. Information on our websites or any other website does not constitute a part of this annual report.

 Markets
and Competition

 Product Packaging:
Within our packaging division, we face competition from numerous national and regional companies, many of which operate independently
and are privately held. The major players in this market are primarily concentrated in long-term consumer packaged goods and health and
beauty sectors. These include prominent integrated paper companies like West Rock Company and Graphic Packaging Holding Company.

 Commercial Lending:
American Pacific Bancorp, our commercial lending company, offers a comprehensive range of financial services tailored
to businesses. Our services encompass commercial business lines of credit, land development financing, inventory financing, third-party
loan servicing, and solutions designed to meet the diverse financial requirements of various business sectors. In this competitive landscape,
APB competes with a wide array of traditional commercial banks and investment banking firms.

 Biotechnology: Impact Biomedical
Inc. is dedicated to the discovery, confirmation, and patenting of unique scientific advancements and technologies, which lead to
innovative solutions in the realm of human healthcare and wellness. IBIO collaborates closely with licensing partners, engages in
co-development initiatives, forms joint ventures, and nurtures other valuable relationships to effectively introduce these
groundbreaking solutions to the market.

 Securities and Investment
Management: Was established to develop and/or acquire assets in the securities trading or management arena. These efforts and established
business lines compete with individual money managers, companies or organizations that engage in the business of trading securities and
derivatives for the benefit of their customers. Traditional RIA's, Brokers Dealers, REIT's and other personal investment
companies would also be considered competition.

 Customers

Packaging: During 2023, one customer accounted for approximately 20% of our consolidated revenue and second customer accounted for approximately 11% of our consolidated revenue. Customer diversification
improvements have produced several new customers to our overall customer base and will continue to do so in 2024.

Lending: Since 2021, American Pacific Bancorp, Inc. has issued nearly $26 million in new loans since September 2021 to customers
across a diverse portfolio of businesses.

 Securities and Investment
Management: Our Securities and Investment Management division has a mixture of retail and institutional investors.

 Raw
Materials

 Product Packaging:
The primary raw materials the Company uses in its business are paper, paperboard, corrugated board and ink. The Company negotiates with
leading suppliers to maximize its purchasing efficiencies and uses a wide variety of paper grades, formats, ink formulations and colors.
The good news is that while there are materials that remain challenging, raw materials have begun to improve in terms of cost and availability.
The good news is that while there are materials that remain challenging, raw materials have begun to improve in terms of cost and availability
in late 2023. Procurement sustainability as a crucial element and it involves not only ensuring that suppliers meet sustainability standards,
but also a commitment to ongoing internal improvement in sustainability practices. Premier is proactively engaged in setting high standards
and ensuring that these standards are followed by its supply chain partners, contributing to the improvement and compliance of the broader
industry. During 2023, one vendor accounted for approximately 25% and second vendor
accounted for approximately 13% of our paper and paperboard purchases.

 Direct Marketing:
Sources its products from 3 rd party suppliers
for nutritional, performance, and health and beauty product ingredients. We rely on our extensive supplier network for the availability
of an extensive range of vitamins, minerals, botanicals, plant, and herb extracts, as well as nutritional supplements.

 Environmental
Compliance

 It
is the Company's policy to conduct its operations in accordance with all applicable laws, regulations, and other requirements.
While it is not possible to quantify with certainty the potential impact of actions regarding environmental matters, particularly remediation
and other compliance efforts that the Company may undertake in the future, in the opinion of management, compliance with the present
environmental protection laws, before taking into account estimated recoveries from third parties, will not have a material adverse effect
on the Company's consolidated annual results of operations, financial position or cash flows.

 Government
Regulation

 Our biotechnology
business is faced with potential government regulations. If new legislation, regulations, or rules are implemented either by Congress,
the U.S. Patent and Trademark Office (the "USPTO"), or the courts that impact the patent application process, the patent
enforcement process or the rights of patent holders, these changes could negatively affect our patent monetization efforts and, in turn,
our assets, expenses and revenue. United States patent laws have been amended by the Leahy-Smith America Invents Act. The America Invents
Act includes several significant changes to U.S. patent law. In general, the legislation attempts to address issues surrounding the enforceability
of patents and the increase in patent litigation by, among other things, establishing new procedures for patent litigation. For example,
the America Invents Act changes the way that parties may be joined in patent infringement actions, increasing the likelihood that such
actions will need to be brought against individual parties allegedly infringing by their respective individual actions or activities.
In addition, the U.S. Department of Justice ("DOJ") has conducted reviews of the patent system to evaluate the impact of
patent assertion entities, such as our Company, on industries in which those patents relate. It is possible that the findings and recommendations
of the DOJ could adversely impact our ability to effectively license and enforce standards-essential patents and could increase the uncertainties
and costs surrounding the enforcement of any such patented technologies.

 Moreover, new rules
regarding the burden of proof in patent enforcement actions could significantly increase the cost of our enforcement actions, and new
standards or limitations on liability for patent infringement could negatively impact our revenue derived from such enforcement actions.

 Corporate
History

 The Company, incorporated
in the state of New York in May 1984 has formally 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 rebranding 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. In January 2024, in conjunction with a reverse split, DSS now operates under the CUSIP 26253C 201. See the "Overview"
section above for further details about our acquisitions.

 Human Capital Resources

 As of December
31, 2023, DSS, Inc. had 95 employees worldwide. We continue to retain and attract qualified management and technical personnel. Our
employees are not covered by any collective bargaining agreement, and we believe that our relations with our employees are in good
standing.

 Available
information

 Our website address
is www.dssworld.com. Information on our
website is not incorporated herein by reference. We make available free of charge through our website our press releases, Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable
after electronically filed with or furnished to the Securities and Exchange Commission.

 ITEM
1A – RISK FACTORS

 Investing
in our common stock involves risk. Before deciding whether to invest in our common stock, you should carefully consider the risks and
uncertainties described below. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors
that could have material adverse effects on our future results. If any of these risks actually occur, our business, business prospects,
financial condition or results of operations could be seriously harmed. This could cause the trading price of our common stock to decline,
resulting in a loss of all or part of your investment. Please also read carefully the section contained in Part II, Item 7, below, entitled
"Cautionary Statement Regarding Forward-Looking Statements."

 We have identified
the following risks and uncertainties that may have a material adverse effect on our business, financial condition or results of operations
in the future. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our
business operations. If any of these risks occur, our business, results of operations or financial condition could suffer, the market
price of our common stock could decline, and you could lose all or part of your investment in our common stock.

 The
value of our intangible assets and investments may not be equal to their carrying values.

 As of December
31, 2023, we had approximately $20.2 million of net intangible assets. Approximately $18.9 million is associated with the
acquisition of Impact Biomedical, Inc. The Company has completed valuations for certain developed technology assets acquired in the
transaction as well as the non-controlling interest portion of Impact BioMedical, Inc. and its subsidiaries. If licensing efforts
are not successful, the values of these assets could be reduced. We are required to evaluate the carrying value of such intangibles
and goodwill and the fair value of investments whenever events or changes in circumstances indicate that the carrying value of an
intangible asset, including goodwill, and investment may not be recoverable. If any of our intangible assets, goodwill or
investments are deemed to be impaired then it will result in a significant reduction of the operating results in such period.

 We
have secured indebtedness, and a potential risk exists that we may be unable to satisfy our obligations to pay interest and principal
thereon when due or negotiate acceptable extensions or settlements.

 We have outstanding
indebtedness (described below), most of which is secured by assets of various DSS subsidiaries and guaranteed by the Company. Given our
history of operating losses and our cash position, there is a risk that we may not be able to repay indebtedness when due. If we were
to default on any of our other indebtedness that require payments of cash to settle such default and we do not receive an extension or
a waiver from the creditor and the creditor were to foreclose on the secured assets, it could have a material adverse effect on our business,
financial condition, and operating results.

2023, we had the following significant amounts of outstanding indebtedness:

 Premier
 Packaging entered into master loan and security agreement ("BOA Note") with Bank of America, N.A. ("BOA")
 to secure financing approximating $3,710,000 to purchase a new Heidelberg XL 106-7+L printing press. The aggregate principal balance
 outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing. As of December 31, 2023, and
 December 31, 2022, the outstanding principal on the BOA Note was $2,932,000 and $3,406,000, respectively and had an interest rate
 of 4.63%. As of December 31, 2023, $491,000 was included in the current portion of long-term debt, net, and the remaining balance
 of approximately $2,442,000 recorded as long-term debt, The BOA Note contains certain covenants that are analyzed annually. As of
 December 31, 2023, Premier is in compliance with these covenants.

 AMRE
 Shelton, LLC., ("AMRE Shelton") a subsidiary of AMRE, entered into a loan agreement ("Shelton Agreement")
 with Patriot Bank, N.A. ("Patriot Bank") in an amount up to $6,155,000, with the amount financed approximating $5,105,000.
 The Shelton Agreement contains monthly payments of principal and an initial interest of 4.25%. The interest will be adjusted commencing
 on July 1, 2026 and continuing for the next succeeding 5-year period shall be determined one month prior to the change date and shall
 be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing
 advance rate, but in no event less than 4.25% for the term of 120 months with a balloon payment approximating $2,829,000 due at term
 end. The net book value of these assets as of December 31, 2023 approximated $6,279,000.

 $3,000,000
 loan agreement with BMIC ("BMIC Loan"), between LVAM and BMIC with interest to be charged at a variable rate to be calculated
 at the maturity date. The BMIC Loan matured on October 12, 2022 and both parties agree based on the language of the loan documents
 that the loan will keep extending an additional 3 months until either party cancels the extension.

 $41,331,000
 remaining principal balance, net of deferred financing costs, loan agreement ("LifeCare Agreement") between AMRE LifeCare
 Portfolio, LLC ("AMRE LifeCare") a subsidiary of AMRE, and Pinnacle Bank ("Pinnacle"). The LifeCare Agreement
 has a variable interest rate which equated to 9.6% on December 31, 2023. This note is due as of the date of this filing.

 AMRE
 Winter Haven, LLC ("AMRE Winter Haven") and Pinnacle Bank ("Pinnacle") entered a term loan ("Pinnacle
 Loan") whereas Pinnacle lent to AMRE Winter Haven the principal sum of $2,990,000, maturing on March 7, 2024. Payments are
 to be made in equal, consecutive installments based on a 25-year amortization period with interest at 4.28%. The outstanding principal
 and interest, net of debt issuance costs of $17,000, approximates $2,977,000 and is included in long-term debt, net on the accompanying
 consolidated balance sheet at December 31, 2023. This note is in default and demand was made for final payment to be made
by December 22, 2023. This amount is past due.

 Both the Winter
Haven and LifeCare agreements contain various covenants which are tested annually as of December 31. For the year ended December 31,
2023, AMRE Winter Haven and LifeCare were not in compliance with the annual covenants and these loans are in default.

 A
significant amount of our revenue is derived by two customers.

2022, two customers accounted for approximately 14% and 6% of our consolidated revenue and these two customers accounted for approximately
36% and 17% of our consolidated trade accounts receivable balance. As of December 31, 2023, two customers accounted for approximately
20% and 11% of our consolidated revenue and 39% and 30% of our trade accounts receivable balance. If we were to lose this customer
or if the amount of business we do with this customer declines significantly, our business would be adversely affected.

 We
may face intellectual property infringement or other claims against us, our customers or our intellectual property that could be costly
to defend and result in our loss of significant rights.

 Although we have
received patents with respect to certain of our core business technologies, there can be no assurance that these patents will afford
us any meaningful protection. Although we believe that our use of the technology and products we have developed, and other trade secrets
used in our operations do not infringe upon the rights of others, our use of the technology and trade secrets we developed may infringe
upon the patents or intellectual property rights of others. In the event of infringement, we could, under certain circumstances, be required
to obtain a license or modify aspects of the technology and trade secrets we developed or refrain from using the same. We may not be
able to successfully terminate any infringement in a timely manner, upon acceptable terms and conditions or at all. Failure to do any
of the foregoing could have a material adverse effect on our operations and our financial condition. Moreover, if the patents, technology,
or trade secrets we developed or use in our business are deemed to infringe upon the rights of others, we could, under certain circumstances,
become liable for damages, which could have a material adverse effect on our operations and our financial condition. As we continue to
market our products, we could encounter patent barriers that are not known today. A patent search may not disclose all related applications
that are currently pending in the United States Patent Office, and there may be one or more such pending applications that would take
precedence over any or all of our applications.

 Furthermore, third
parties may assert that our intellectual property rights are invalid, which could result in significant expenditures by us to refute
such assertions. If we become involved in litigation, we could lose our proprietary rights, be subject to damages and incur substantial
unexpected operating expenses. Intellectual property litigation is expensive and time-consuming, even if the claims are subsequently
proven unfounded, and could divert management's attention from our business. If there is a successful claim of infringement, we
may not be able to develop non-infringing technology or enter into royalty or license agreements on acceptable terms, if at all. If we
are unsuccessful in defending claims that our intellectual property rights are invalid, we may not be able to enter into royalty or license
agreements on acceptable terms, if at all. Moreover, if we are unsuccessful in our pending patent infringement litigation, we could lose
certain patents that have been collateralized by third party funding partners. This could prohibit us from providing our products and
services to customers, which could have a material adverse effect on our operations and our financial condition.

 Certain
of our recently developed products are not yet commercially accepted and there can be no assurance that those products will be accepted,
which would adversely affect our financial results.

 We've acquired
several patents in the bio-health field through our acquisition if Impact Biomedical, Inc. Our business plan includes plans to incur
significant marketing, intellectual property development and sales costs for the bio-health related products. If we are not able to develop
and sell these new products, our financial results will be adversely affected.

 The
results of our research and development efforts are uncertain and there can be no assurance of the commercial success of our products.

 We believe that we
will need to continue to incur research and development expenditures to remain competitive. The products we are currently developing
or may develop in the future may not be technologically successful. In addition, the length of our product development cycle may be greater
than we originally expected, and we may experience delays in future product development. If our resulting products are not technologically
successful, they may not achieve market acceptance or compete effectively with our competitors' products.

 The
markets in which we operate are highly competitive, and we may not be able to compete effectively, especially against established industry
competitors with greater market presence and financial resources.

 Our markets are highly
competitive and characterized by rapid technological change and product innovations. Our competitors may have advantages over us because
of their longer operating histories, more established products, greater name recognition, larger customer bases, and greater financial,
technical and marketing resources. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in
customer requirements and devote greater resources to the promotion and sale of their products. Competition may also force us to decrease
the price of our products and services. We cannot assure you that we will be successful in developing and introducing new technology
on a timely basis, new products with enhanced features, or that these products, if introduced, will enable us to establish selling prices
and gross margins at profitable levels.

 If
we are unable to respond to regulatory or industry standards effectively, our growth and development could be delayed or limited.

 Our future success
will depend in part on our ability to enhance and improve the functionality and features of our products and services in accordance with
regulatory or industry standards. Our ability to compete effectively will depend in part on our ability to influence and respond to emerging
industry governmental standards in a timely and cost-effective manner. If we are unable to influence these or other standards or respond
to these or other standards effectively, our growth and development of various products and services could be delayed or limited.

 Breaches
in security, whether cyber or physical, and other disruptions and/or our inability to prevent or respond to such breaches, could diminish
our ability to generate revenues or contain costs, compromise our assets, and negatively impact our business in other ways.

 We face certain security
threats, including threats to our information technology infrastructure, attempts to gain access to our proprietary or classified information,
and threats to physical and cyber security. Our information technology networks and related systems are critical to the operation of
our business and essential to our ability to successfully perform day-to-day operations. The risks of a security breach, cyber-attack,
cyber intrusion, or disruption, particularly through actions taken by computer hackers, foreign governments and cyber terrorists, have
increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Although
we have acquired and developed systems and processes designed to protect our proprietary and/or classified information, they may not
be sufficient and the failure to prevent these types of events could disrupt our operations, require significant management attention
and resources, and could negatively impact our reputation among our customers and the public, which could have a negative impact on our
financial condition, and weaken our results of operations and liquidity.

 Our
investments in Asia are subject to unique risks and uncertainties, including tariffs and trade restrictions.

 Our investment in Alset International Limited, presents risks including, but not limited to, changes in share
price of investments, changes in local regulatory requirements, changes in labor laws, local wage laws, environmental regulations, taxes
and operating licenses, compliance with U.S. regulatory requirements, including the Foreign Corrupt Practices Act, uncertainties as to
application and interpretation of local laws and enforcement of contract and intellectual property rights, currency restrictions, currency
exchange controls, fluctuations of currency, and currency revaluations, eminent domain claims, civil unrest, power outages, water shortages,
labor shortages, labor disputes, increase in labor costs, rapid changes in government, economic and political policies, political or
civil unrest, acts of terrorism, or the threat of boycotts, other civil disturbances and the possible impact of the imposition of tariffs
as a result of the tariff dispute between the U.S. and China as well as any retaliating trade policies or restrictions. Any such disruptions
could depress our earnings and have other material adverse effects on our business, financial condition and results of operations.

 Future
growth in our business could make it difficult to manage our resources.

 Future business expansion
could place a significant strain on our management, administrative and financial resources. Significant growth in our business may require
us to implement additional operating, product development and financial controls, improve coordination among marketing, product development
and finance functions, increase capital expenditures and hire additional personnel. There can be no assurance that we will be able to
successfully manage any substantial expansion of our business, including attracting and retaining qualified personnel. Any failure to
properly manage our future growth could negatively impact our business and operating results.

 If
we fail to retain certain of our key personnel and attract and retain additional qualified personnel, we might not be able to remain
competitive, continue to expand our technology or pursue growth.

 Our future success
depends upon the continued service of certain of our executive officers and other key sales and research personnel who possess longstanding
industry relationships and technical knowledge of our products and operations. Although we believe that our relationship with these individuals
is positive, there can be no assurance that the services of these individuals will continue to be available to us in the future. There
can be no assurance that these persons will agree to continue to be employed by us after the expiration dates of their current contracts.

 We
have identified weaknesses in our internal control over financial reporting structure; any material weaknesses may cause errors in our
financial statements that could require restatements of our financial statements and investors may lose confidence in our reported financial
information, which could lead to a decline in our stock price.

 Section 404 of the
Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of the end of
each year, and to include a management report assessing the effectiveness of our internal control over financial reporting in each Annual
Report on Form 10-K. We have had previously identified weaknesses in our internal control over financial reporting following management's
annual assessment of internal controls over financial reporting and, as a result of that assessment, management had concluded our controls
associated may not prevent or detect misstatements. Projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation.

 We
do not intend to pay cash dividends.

 We do not intend
to declare or pay cash dividends on our common stock in the foreseeable future. We anticipate that we will retain any earnings and other
cash resources for investment in our business. The payment of dividends on our common stock is subject to the discretion of our board
of directors and will depend on our operations, financial position, financial requirements, general business conditions, restrictions
imposed by financing arrangements, if any, legal restrictions on the payment of dividends and other factors that our board of directors
deems relevant.

 We
may seek to develop additional new inventions and intellectual property, which would take time and would be costly. Moreover, the failure
to obtain or maintain intellectual property rights for such inventions would lead to the loss of our investments in such activities.

 Part of our business
may include the development of new inventions and intellectual property that we would seek to monetize. However, this aspect of our business
would likely require significant capital and would take time to achieve. Such activities could also distract our management team from
our present business initiatives, which could have a material and adverse effect on our business. There is also the risk that these initiatives
would not yield any viable new inventions or technology, which would lead to a loss of our investments in time and resources in such
activities.

 In addition, even
if we are able to develop new inventions, in order for those inventions to be viable and to compete effectively, we would need to develop
and maintain, and we would heavily rely on, a proprietary position with respect to such inventions and intellectual property. However,
there are significant risks associated with any such intellectual property we may develop principally including the following:

 patent
 applications we may file may not result in issued patents or may take longer than we expect to result in issued patents;

 we
 may be subject to interference proceedings;

 we
 may be subject to opposition proceedings in the U.S. or foreign countries;

 any
 patents that are issued to us may not provide meaningful protection;

 we
 may not be able to develop additional proprietary technologies that are patentable;

 other
 companies may challenge patents issued to us;

 other
 companies may design around technologies we have developed; and

 enforcement
 of our patents may be complex, uncertain and very expensive.

 We cannot be certain
that patents will be issued as a result of any future applications, or that any of our patents, once issued, will provide us with adequate
protection from competing products. For example, issued patents may be circumvented or challenged, declared invalid or unenforceable,
or narrowed in scope. In addition, since publication of discoveries in scientific or patent literature often lags behind actual discoveries,
we cannot be certain that it will be the first to make our additional new inventions or to file patent applications covering those inventions.
It is also possible that others may have or may obtain issued patents that could prevent us from commercializing our products or require
us to obtain licenses requiring the payment of significant fees or royalties in order to enable us to conduct our business. As to those
patents that we may license or otherwise monetize, our rights will depend on maintaining our obligations to the licensor under the applicable
license agreement, and we may be unable to do so. Our failure to obtain or maintain intellectual property rights for our inventions would
lead to the loss of our investments in such activities, which would have a material and adverse effect on our business.

 Moreover, patent
application delays could cause delays in recognizing revenue from our internally generated patents and could cause us to miss opportunities
to license patents before other competing technologies are developed or introduced into the market.

 Changes
in the laws and regulations to which we are subject may increase our costs.

 We are subject to
numerous laws and regulations, including, but not limited to, environmental and health and welfare benefit regulations, as well as those
associated with being a public company. These rules and regulations may be changed by local, state, provincial, national or foreign governments
or agencies. Such changes may result in significant increases in our compliance costs. Compliance with changes in rules and regulations
could require increases to our workforce, and could result in increased costs for services, compensation and benefits, and investment
in new or upgraded equipment.

 Declines
in general economic conditions or acts of war and terrorism may adversely impact our business.

 Demand for printing
services is typically correlated with general economic conditions. The prolonged decline in United States economic conditions associated
with the great recession adversely impacted our business and results of operations and may do so again. The overall business climate
of our industry may also be impacted by domestic and foreign wars or acts of terrorism, which events may have sudden and unpredictable
adverse impacts on demand for our products and services.

 If
we fail to comply with the continued listing standards of the NYSE American LLC Exchange, it may result in a delisting of our common
stock from the exchange.

 Our common stock
is currently listed for trading on the NYSE American LLC Exchange ("NYSE American"), and the continued listing of our common
stock on the NYSE American is subject to our compliance with a number of listing standards.

 If our common stock
were no longer listed on the NYSE American, investors might only be able to trade our shares on the OTC Bulletin Board or in the
Pink Sheets (a quotation medium operated by Pink Sheets LLC). This would impair the liquidity of our common stock not only in the
number of shares that could be bought and sold at a given price, which might be depressed by the relative illiquidity, but also through
delays in the timing of transactions and reduction in media coverage.

 If
we are delisted from the NYSE American, your ability to sell your shares of our common stock may be limited by the penny stock restrictions,
which could further limit the marketability of your shares.

 If our common stock
is delisted from the NYSE American, it could come within the definition of a "penny stock" as defined in the Exchange Act
and could be covered by Rule 15g-9 of the Exchange Act. That rule imposes additional sales practice requirements on broker-dealers who
sell securities to persons other than established customers and accredited investors. For transactions covered by Rule 15g-9, the broker-dealer
must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, Rule 15g-9, if it were to become applicable, would affect the ability or willingness of broker-dealers
to sell our securities, and accordingly would affect the ability of stockholders to sell their securities in the public market. These
additional procedures could also limit our ability to raise additional capital in the future.

 If
our common stock is not listed on a national securities exchange, compliance with applicable state securities laws may be required for
certain offers, transfers and sales of the shares of our common stock.

 Because our common
stock is listed on the NYSE American, we are not required to register or qualify in any state the offer, transfer or sale of the common
stock. If our common stock is delisted from the NYSE American and is not eligible to be listed on another national securities exchange,
sales of stock pursuant to the exercise of warrants and transfers of the shares of our common stock sold by us in private placements
to U.S. holders may not be exempt from state securities laws. In such event, it will be the responsibility of us in the case of warrant
exercises or the holder of privately placed shares to register or qualify the shares for any offer, transfer or sale in the United States
or to determine that any such offer, transfer or sale is exempt under applicable state securities laws.

 If
securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding
our stock adversely, our stock price and trading volume could decline.

 The trading market
for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business.
Our research coverage by industry and financial analysts is currently limited. Even if our analyst coverage increases, if one or more
of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage
of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause
our stock price or trading volume to decline.

 Because
certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions
requiring stockholder approval.

 As of March 1,2024,
our directors, executive officers and principal stockholders (those beneficially owning in excess of 5%), and their respective affiliates,
beneficially own approximately 59% of our outstanding shares of common stock. As a result, these stockholders, acting together, could
have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and
any merger, consolidation or sale of all or substantially all of our assets. As such, these stockholders, acting together, could have
the ability to exert influence over the management and affairs of our company. Accordingly, this concentration of ownership might harm
the market price of our common stock by: delaying, deferring or preventing a change in corporate control; impeding a merger, consolidation,
takeover or other business combination involving us; or discouraging a potential acquirer from making a tender offer or otherwise attempting
to obtain control of us.

 Additional
financing or future equity issuances may result in future dilution to our shareholders.

 We expect that we
will need to raise additional funds in the future to finance our internal growth, our merger and acquisition plans, investment activities,
continued research and product development, and for other reasons. Any required additional financing may not be available on terms acceptable
to us, or at all. If we raise additional funds by issuing equity securities, you may experience significant dilution of your ownership
interest and the newly issued securities may have rights senior to those of the holders of our common stock. The price per share at which
we sell additional securities in future transactions may be higher or lower than the price per share in this offering. Alternatively,
if we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants
or other restrictions on our business that could impair our operational flexibility and would also require us to fund additional interest
expense. If adequate additional financing is not available when required or is not available on acceptable terms, we may be unable to
successfully execute our business plan.

 ITEM
1B – UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C - CYBERSECURITY

 We
have a range of security measures that are designed to protect against the unauthorized access to and misappropriation of our information,
corruption of data, intentional or unintentional disclosure of confidential information, or disruption of operations. These security
measures include controls, security processes and monitoring of our manufacturing systems. We have cloud security tools and governance
processes designed to assess, identify and manage material risks from cybersecurity threats. In addition, we maintain an information
security training program designed to address phishing and email security, password security, data handling security, cloud security,
operational technology security processes, and cyber-incident response and reporting processes.

 Our
Company is committed to maintaining the highest standards of cybersecurity to protect our data, intellectual property, and customer information
from cyber threats. As part of this commitment, we leverage a sophisticated cybersecurity framework that integrates the robust capabilities
of the Microsoft cloud ecosystem with the specialized services of a leading third-party cybersecurity service provider.

 The
Microsoft cloud ecosystem, including Microsoft 365, Azure, SharePoint Online, Microsoft Defender, and Microsoft InTune, forms the backbone
of our cybersecurity infrastructure. These platforms offer advanced security features such as data encryption in transit and at rest,
network security controls, identity and access management, and threat protection capabilities. Microsoft's constant investment
in cybersecurity research and development ensures that we benefit from cutting-edge security technologies and practices.

 In
addition to utilizing the Microsoft cloud ecosystem, we have engaged a third-party service provider to enhance our cybersecurity posture
further. This provider brings additional layers of security through services including:

 Software
 Security Management: Ensuring that applications such as Office 365 and Azure are configured, maintained and following best security
 practices.

 Security
 Monitoring and Consultation Services: Continuous monitoring of our systems for suspicious activities and providing expert consultation
 to address and mitigate potential threats.

 Data
 Storage and Backup of Source Systems: Implementing robust data storage solutions and backup protocols to ensure data integrity and
 availability.

 Security
 Policy Management: Developing and enforcing comprehensive security policies that govern all aspects of our cybersecurity efforts.

 Threat
 Response Management: Rapid identification and response to security incidents to minimize impact.

 Security
 Software Implementation: Deployment of state-of-the-art security software solutions that complement the security features of the
 Microsoft cloud ecosystem.

 Our
approach to cybersecurity is proactive and multifaceted, combining the scalability and reliability of the Microsoft cloud services with
the agility and expertise of our third-party cybersecurity partner. Together, these resources form a comprehensive defense mechanism
against a wide range of cyber threats, from phishing and malware attacks to sophisticated nation-state sponsored cyber-attacks. We continuously
evaluate and adapt our cybersecurity strategy to respond to evolving threats and to align with best practices and regulatory requirements.
Our commitment to cybersecurity is integral to our business operations, and we believe our strategic investments in this area significantly
mitigate the risk of cybersecurity incidents that could impact our company's reputation, financial position, or operational capabilities.

 Governance

 The
management of the Company is responsible for overseeing risk for the Company and has delegated to the VP, Engineering & Technology
("VPE&T") the responsibility for overseeing the cybersecurity risk management strategy for the Company. Management receives
regular updates on our cybersecurity risk management process from the VPE&T. The VPE&T reviews our comprehensive cybersecurity
framework, including reviewing our cybersecurity reporting protocol that provides for the notification, escalation and communication
of significant cybersecurity events to the management team.

 The
Company's cybersecurity program is overseen by our VPE&T, who is responsible for global information technology, including cybersecurity.
Our VPE&T, is primarily responsible for assessing and managing material risks from cybersecurity threats, including monitoring the
measures used for prevention, detection, mitigation and remediation of cybersecurity incidents. The information security organization
is comprised of internal IBIO employees and external security suppliers who provide security monitoring and response.

 ITEM
2 - PROPERTIES

 The corporate
group and the packaging division has occupied an approximate 105,000 square foot leased facility, located at 275 Wiregrass Parkway,
Henrietta, New York since March 2022. This lease expires twelve years and 3 months later. Base rents escalate from $61,000 per month in
year one to $78,000 per month in year twelve. In March 2021, the Company leased Suite 100 for approximately 3,800 sq. ft. in Houston
for approximately $4,400 per month, in October 2022 the Company expanded the space by acquiring neighboring Suite 130. The Company
currently leases both Suite 100 and Suite 130 at approximately 3,855 square feet for approximately $5,000 per month. The office is
in Houston, Texas at 1400 Broadfield Blvd., Suite 100 and Suite 130, for corporate offices and subsidiary expansion. Ate 30 Old
Kings Highway South in Darien, CT we have a flexible executive office suite facility that we use for DSS Wealth Management Office.
The cost for this service is nominal at only $85/month.

 ITEM
3 - LEGAL PROCEEDINGS

 On
February 15, 2021, Maiden Biosciences, Inc. ("Maiden") commenced an action against DSS, Inc. ("DSS"), Decentralized
Sharing Systems, Inc. ("Decentralized"), HWH World, Inc. ("HWH"), RBC Life International, Inc. (RBC International)
(together, the "DSS Defendants"), Frank D. Heuszel ("Heuszel"), RBC Life Sciences, Inc ("RBC"), Steven
E. Brown, Clinton Howard, and Andrew Howard (collectively, "Defendants"). The lawsuit is currently pending in the United
States District Court Northern District of Texas, Dallas Division, and is styled and numbered Maiden Biosciences, Inc. v. Document Security
Stems, Inc., et al., Case No. 3:21-cv-00327.

 This
lawsuit relates to two promissory notes executed by RBC in the 4 th quarter of 2019 in favor of Decentralized and HWH, totaling
approximately $1,000,000. Maiden, a 2020 default judgment creditor of RBC, in the principal amount of $4,329,000, now complains about
those notes, the funding of those notes, the subsequent default of those notes by RBC, and HWH and Decentralized's subsequent Article
9 foreclosure or deed-in-lieu debt conveyances. In the instant lawsuit, Maiden first asserted claims against Defendants for unjust enrichment,
fraudulent transfer under the Texas Uniform Fraudulent Transfer Act ("TUFTA"), and violation of the Racketeer Influenced
and Corrupt Organizations Act ("RICO"). Maiden also sought a judgment from the court declaring: "(1) Defendants lacked
a valid security interest in RBC and RBC Subsidiaries' assets and therefore lacked the authority to sell the assets during the
public foreclosure sale; (2) Defendant Heuszel's low bid at the public foreclosure sale was invalid and void; (3) the public foreclosure
sale was conducted in a commercially unreasonable manner; and (4) Defendants do not have the legal authority to transfer RBC and RBC's
Subsidiaries assets to Heuszel and HWH." Maiden sought to recover from Defendants: (1) treble damages or, alternatively, damages
in the amount of their underlying judgment plus the other creditors' claims or the value of the assets transferred, whichever is
less, plus punitive or exemplary damages; (2) pre- and post-judgment interest; and (3) attorneys' fees and cost.

 On
March 30, 2021, Defendants DSS, Decentralized, HWH, RBC International, and Heuszel filed a motion to dismiss seeking to dismiss Maiden's
unjust enrichment, exemplary damages, and RICO claims against DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel, as
well as Maiden's fraudulent transfer claims against DSS and RBC International. On August 9, 2021, the Court then entered an order
granting in part the motion to dismiss filed on behalf of DSS, Decentralized, HWH, RBC International, and Heuszel. Among other things,
the Court held that Maiden failed to plausibly plead certain causes of action, including (1) the civil RICO claim against DSS, Decentralized,
HWH, RBC International, and Heuszel, (2) the TUFTA claim against DSS, and (3) the unjust enrichment claim against DSS and RBC International.
Notably, the Court declined the request to dismiss the TUFTA claim against RBC International. On September 3, 2021, Maiden filed its
first amended complaint, asserting a single cause of action against the DSS Defendants, Heuszel, and RBC for an alleged TUFTA violation.

 Generally,
Maiden sought the same relief requested in its original complaint. Maiden, however, abandoned its request for treble damages. On September
17, 2021, the DSS Defendants filed a motion to dismiss the amended complaint seeking to dismiss Maiden's TUFTA claim to the extent
it seeks to avoid a transfer of assets owned by any of RBC's subsidiaries, including but not limited to RBC Life Sciences USA,
Inc. ("RBC USA"). Further, the motion to dismiss sought the dismissal of Maiden's TUFTA claim against Heuszel. On November
19, 2021, the Court granted the motion to dismiss in part, dismissing Maiden's claim against Heuszel and determined Maiden failed
to plead that it was a creditor of RBC USA or RBC's other subsidiaries. However, the Court permitted Maiden to replead once again.

 On
December 17, 2021, Maiden filed its second amended complaint which asserted a single TUFTA claim against only the DSS Defendants, RBC,
and RBC USA. During the discovery period, the Parties conducted written discovery, production of documents, and depositions of fact witnesses
and expert witnesses. The discovery period closed on August 9, 2022. The DSS Defendants have engaged Stout Risius Ross, LLC ("Stout")
to provide expert opinions regarding the value of the assets at issue.

 The
trial in this matter began on December 12, 2022. The Company vigorously defended its position that Maiden should recover nothing on its
TUFTA claim. The DSS Defendants' experts at Stout provided expert opinions regarding the value of the assets at issue and the deficiencies
with Maiden's designated expert's opinions. The jury returned a verdict in favor of Maiden, and the Court entered a judgment
on December 20, 2022. The DSS Defendants filed post-judgment motions seeking reversal of the judgment for several reasons, including
that: (1) the evidence does not support Maiden's claim against the Company; (2) recovery of exemplary damages under TUFTA is unsupported;
and (3) the evidence established that the DSS Defendants are entitled to judgment in their favor on their affirmative defenses. After
the DSS Defendants filed their post-judgment motions, the case was settled for $8.75 million, the Court's December 20, 2022 judgment
was vacated, and the case was dismissed with prejudice.

 In
addition to the foregoing, we may become subject to other legal proceedings that arise in the ordinary course of business and have not
been finally adjudicated. Adverse decisions in any of the foregoing may have a material adverse effect on our results of operations,
cash flows or our financial condition. The Company accrues for potential litigation losses when a loss is probable and estimable.

 ITEM
4 - MINE SAFETY DISCLOSURES

 Not applicable.

 Part
II

 ITEM
5 - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our common stock
is listed on the NYSE American LLC Exchange, where it trades under the symbol "DSS".

 Holders
of Record

 As
of March 1, 2024, we had 310 record holders of our common stock. This number does not include the number
of persons whose shares are in nominee or in "street name" accounts through brokers.

 Dividends

 We did not pay
dividends during 2022. In 2023, we did not pay cash dividends. In April 2023, DSS distributed to its shareholders two (2) shares of
its beneficially owned common stock of Sharing Services Global Corporation (OTC: SHRG) for each share of DSS common stock owned. In
August of 2023, the Company issued four (4) shares of Impact BioMedical, Inc., formerly a wholly-owned subsidiary of the Company, to
its shareholders of record on July 10, 2023.

 The payment of dividends
on our common stock is subject to the discretion of our board of directors and will depend on our operations, financial position, financial
requirements, general business conditions, restrictions imposed by financing arrangements, if any, legal restrictions on the payment
of dividends and other factors that our board of directors deems relevant.

Authorized for Issuance Under Equity Compensation Plans

2023, securities issued and securities available for future issuance under both our 2013 and 2020 Employee, Director and Consultant Equity
Incentive Plan (the "Plans") is as follows:

 Restricted stock to be issued upon vesting

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted average exercise price of outstanding options, warrants and rights

 Number of securities
 remaining available for
 future issuance (under equity compensation
 Plans (excluding
 securities reflected in
 column (a & b))

 Plan Category

 (a)

 (b)

 (c)

 (d)

 Equity compensation plans approved by security holders

 2013 Employee, Director and Consultant Equity Incentive Plan - options

 -

 -

 $
 -

 -

 2013 Employee, Director and Consultant Equity Incentive Plan - warrants

 -

 -

 $
 -

 -

 2020 Employee, Director and Consultant Equity Incentive Plan

 -

 -

 $
 -

 460,846

 Total

 -

 -

 $
 -

 460,846

 Recent
Issuances of Unregistered Securities

 Information regarding
any equity securities we have sold during the period covered by this Report that were not registered under the Securities Act of 1933,
as amended, and was not included in a quarterly report on Form 10-Q or in a current report on Form 8-K, is set forth below. Each such
transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) of the Securities Act or
Rule 506 of Regulation D promulgated by the SEC, unless otherwise noted. Unless stated otherwise: (i) the securities were offered and
sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii) each
of the persons who received these unregistered securities had knowledge and experience in financial and business matters which allowed
them to evaluate the merits and risk of the receipt of these securities, and that they were knowledgeable about our operations and financial
condition; (iv) no underwriter participated in, nor did we pay any commissions or fees to any underwriter in connection with the transactions;
and, (v) each certificate issued for these unregistered securities contained a legend stating that the securities have not been registered
under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities.

Repurchased by the Registrant

 We did not purchase
or repurchase any of our securities in the fiscal year ended December 31, 2023.

 ITEM
6 - SELECTED FINANCIAL DATA

 Not applicable.

 ITEM
7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 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,
which was incorporated in the state of New York in May 1984, previously conducted its business under the name of Document Security Systems,
Inc On September 16, 2021, our board of
directors approved an agreement and plan of merger with a wholly owned subsidiary, DSS, Inc. This
subsidiary, incorporated in August 2020, was created for the sole purpose of facilitating a transformational name change from
Document Security Systems, Inc. to DSS, Inc. This significant shift in our identity became official on September 30, 2021. With the
name change, DSS, Inc. retained its trading symbol, "DSS," and is currently trading under its CUSIP number to 26253C 201. This change reflects not only our evolution as a company but also our commitment to adapting and growing in an ever-changing
business landscape. DSS, Inc. (referred to herein as "DSS," "we," "us," or "our")
now operates across five distinct business lines, each with its own unique scope and presence on a global scale. These business
lines encompass a wide range of industries and sectors, including:

 Product Packaging:
Our involvement in product packaging represents our dedication to delivering innovative and sustainable packaging solutions that meet
the evolving needs of various markets.

 Biotechnology: In
the field of biotechnology, we are focused on pioneering scientific advancements and technologies that have the potential to transform
human healthcare and wellness.

 Direct Marketing:
Our direct marketing endeavors involve strategic efforts to engage with customers and clients, providing tailored solutions and services
that enhance their experiences.

 Commercial Lending:
We are actively engaged in commercial lending, offering a suite of financial services that cater to the unique needs of businesses, ranging
from commercial lines of credit to land development financing.

 Securities and Investment Management:
In the world of securities and investment management, we aim to provide expertise and guidance to help our clients navigate the complexities
of the financial markets and achieve their investment goals.

 Each of these business lines is at a
different stage of development, growth, and income generation, reflecting the diversity of our operations. This multi-faceted approach
allows us to adapt to changing market conditions and explore new opportunities for expansion and success. We are committed to our continued
evolution and to delivering value to our stakeholders across these diverse business lines.

 The Company, initially incorporated in
the state of New York in May 1984, had historically conducted its business under the name Document Security Systems, Inc. However, on
September 16, 2021, our board of directors approved an agreement and plan of merger with a
wholly owned subsidiary, DSS, Inc. (incorporated in August 2020). The primary purpose of this merger was to affect a name change from
Document Security Systems, Inc. to DSS, Inc., which officially took effect on September 30, 2021. This change did not affect
our trading symbol, which remained as "DSS," and is currently trading under its CUSIP number to 26253C 201.

 Diverse
Business Lines and Global Presence:

 Under the banner of DSS, Inc., we have
diversified our operations into nine distinct business lines, each with its own unique scope and geographical footprint. These business
lines include:

 Product Packaging: Led by Premier Packaging
Corporation, Inc. ("Premier"), a New York corporation, this segment specializes in paperboard and fiber-based folding carton
manufacturing, consumer product packaging, and document security printing. Premier is headquartered in its newly established facility
in Rochester, NY, primarily serving the US market.

 Biotechnology: This business line is
dedicated to investing in or acquiring companies in the BioHealth and BioMedical fields, focusing on drug discovery, prevention, treatment
of various diseases, and open-air defense initiatives against infectious diseases.

 Direct Marketing: Operating under the
umbrella of Decentralized Sharing Systems, Inc. ("Decentralized"), this division provides services to companies in the emerging
growth "Gig" business model of peer-to-peer decentralized sharing marketplaces. It specializes in marketing and distributing
products and services across North America, Asia Pacific, Middle East, and Eastern Europe.

 Commercial Lending: American Pacific
Bancorp, Inc. ("APB") represents our banking and financing business line. During 2023, APB issued more than $14 million in
new loans, and over $4 million in renewal loan to customers with strong credit quality across a diverse portfolio of businesses. Looking
ahead, to better meet the needs of the current financial market, the company is looking to transition away form certain industries like
direct marketing and focus more on growing its inventory / equipment loan portfolio as well as engaging in more specialized areas of
lending like broker/dealer loans. We will continue to monitor our managed loan portfolio of more than $6 million, which earns 1.25%
annually in service charges, and explore future opportunities. Importantly, the equity portfolio as a bank holding company is anticipated
to remain relatively stable, regardless of stock market fluctuations.

 Securities and Investment Management:
This division focuses on acquiring assets in the securities trading and management arena, including broker-dealers and mutual funds management.
It also oversees a real estate investment trust (REIT) that acquires hospitals and care centers.

 Alternative Trading: Established to acquire
assets and investments in the securities trading and funds management arena, this segment, in partnership with recognized global leaders,
intends to operate a blockchain-based Alternative Trading System ("ATS") for digital asset securities, exempt from registration.
The ATS aims to provide T+0 settlement and foster liquidity for middle-market companies.

 Digital Transformation: This division
serves as a Preferred Technology Partner and Application Development Solution for mid-cap brands, enhancing marketing, communications,
and operational processes through custom software development. Digital Transformation was headquartered in Hong Kong until its discontinuation
in 2023.

 Secure Living: Focused on creating fully
sustainable, secure, connected, and healthy living communities, this division designs advanced technology-infused, energy-efficient homes
for new construction and renovations, catering to single and multi-family residential housing. Secure Living was headquartered in Houston, Texas, until it was wound down
in 2023.

 Alternative
Energy: Alset Energy, Inc., our holding company for this group, and its subsidiary Alset Solar, Inc., pursue utility-scale solar
farms to serve regional power grids and provide microgrids for independent energy. The group is dedicated to environmentally
responsible and sustainable energy solutions. Alset Energy was headquarters in Houston, Texas until its discontinuation
in 2023.

 RESULTS
OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31,

 December 31, 2023

 December 31, 2022

 % Change

 Printed products

 $
 18,497,000

 $
 17,973,000

 %

 Rental income

 3,647,000

 6,287,000

 -42
 %

 Management fee income

 -

 -100
 %

 Net investment income

 630,000

 -39
 %

 Commission Revenue

 1,641,000

 %

 Direct marketing

 -72
 %

 Total Revenue

 $
 30,258,000

 $
 47,307,000

 -36
 %

- For the year ended December 31, 2023, revenue decreased 36% to approximately $30.3 million as compared to revenues
of approximately $47.3 million for the year ended December 31, 2022. Printed products sales, which include sales of packaging and
printing products, increased 3% in 2023 as compared to 2022. The increases in sales were due primarily to the addition of several
new customers during 2023 as well as key customers returned to pre-Covid 19 pandemic numbers. Net investment income of $385,000 as
of December 31, 2023 decreased 39% from $630,000 as of December 31, 2022 due to a number of notes receivable deemed uncollectible
and impaired during 2023. Rental income decreased 42% due a tenant at our AMRE LifeCare subsidiary not making rent payments. The
Company's Direct Marketing revenues decreased 72% in 2023 as compared to 2022 primarily to due to the deconsolidation of SHRG
financial in April 2023. Commission revenue, associated with Sentinel Brokers Company subsidiary, increase 458% due to consolidating
a full year of result in 2023 versus 1 month in 2022.

 Costs
and Expenses

 December 31, 2023

 December 31, 2022

 % Change

 Cost of revenue - printed products

 $
 15,282,000

 $
 16,960,000

 -10
 %

 Cost of revenue - securities

 8,003,000

 11,784,000

 -32
 %

 Cost of revenue – Biotechnology

 77,000

 -

 N/A

 Cost of revenue – commercial lending

 1,139,000

 %

 Cost of revenue – Direct Marketing

 2,075,000

 9,828,000

 -79
 %

 Cost of revenue – other

 71,000

 634,000

 -89
 %

 Sales, general and administrative compensation

 8,702,000

 26,787,000

 -68
 %

 Professional fees

 3,708,000

 9,186,000

 -60
 %

 Stock based compensation

 -

 4,000

 -100
 %

 Sales and marketing

 4,045,000

 11,275,000

 -64
 %

 Rent and utilities

 790,000

 975,000

 -19
 %

 Research and development

 1,147,000

 1,256,000

 -9
 %

 Other operating expenses

 6,680,000

 4,048,000

 %

 Total costs and expenses

 $
 51,719,000

 $
 93,778,000

 -45
 %

 Costs
of revenue includes all direct costs of the Company's printed products, including its packaging and printing sales
and its direct marketing sales, materials, direct labor, transportation, and manufacturing facility costs. In addition, this
category includes all direct costs associated with the Company's technology sales, services and licensing including hardware
and software that are resold, third-party fees, and fees paid to inventors or others because of technology licenses or settlements,
if any. Cost of revenue for our REIT line of business includes all direct cost associated with the maintenance and upkeep of the
related facilities, depreciation, amortization and the costs to acquire the facilities. Our Commercial Lending operating segment has
costs of revenue associated with the impairment of notes receivable for those amounts at risk of collection. Total costs of revenue
decreased 34% in 2023 as compared to 2022, primarily due to the deconsolidation of SHRG financial results beginning in April
2023, offset by the increase price of labor, paper and other raw materials associated with our printing and packaging
division as well as cost associated with direct marketing product manufacturing and procurement.

 Sales,
general and administrative compensation costs, decreased 68% in 2023 as compared to 2022, primarily due to the deconsolidation
of SHRG financial results beginning in April 2023.

 Professional
fees decreased 60% in 2023 as compared to 2022, primarily due to a decrease 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. There was no stock based compensation during the year ended
December 31, 2023.

 Sales
and marketing costs, which includes internet and trade publication advertising, travel and entertainment costs,
sales-broker commissions, and trade show participation expenses, decreased 64% during 2023 as compared to 2022, primarily due to
decreased direct marketing distributor commissions due to the deconsolidation of SHRG financial results beginning in April 2023 as
well as the sale of our HWH World Holdings subsidiary in June 2023.

 Rent
and utilities decreased 19% during the year ended December 31, 2023, as compared to the same period in 2022 respectively,
primarily due to end of the lease in Tennessee for AMRE office space and California for the Company's DSS Wealth Management
subsidiary as well as the deconsolidation of SHRG. The Company rented additional space at our facility leased in Houston, Texas started during the 2022 as well as Premier
Packaging's leased facility beginning in March 2022.

 Research
and development costs consist primarily of third-party research costs and consulting costs. During the year ended December 31, 2023,
Research and development costs decreased 9% as compared to the same period in 2022 primarily due to decrease 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 year ended December 31, 2023, other operating expenses increased 65% as compared to the same period in 2022, due primarily
to the reserves put against rent receivables at our AMRE subsidiary approximating $2.4 million.

 Other
Income and Expense

 December 31, 2023

 December 31, 2022

 % Change

 Interest income

 $
 1,289,000

 $
 629,000

 %

 Interest expense

 (553,000
)

 (126,000
)

 %

 Dividend Income

 16,000

 159,000

 -90
 %

 Other income

 532,000

 3,602,000

 -85
 %

 Loss on investments

 (32,986,000
)

 (10,697,000
)

 %

 Loss from equity method investment

 (34,000
)

 129,000

 -126
 %

 Impairment of fixed assets

 -

 (2,843,000

)

 -100

 %

 Impairment of real estate investments

 (8,230,000
)

 -

 N/A

 Impairment of investment

 -

 (5,637,000
)

 -100
 %

 Litigation loss

 -

 (8,750,000
)

 -100
 %

 Impairment of goodwill

 (30,978,000
)

 -

 N/A

 Provision for loan losses

 (3,794,000
)

 -

 N/A

 Gain on extinguishment of debt

 -

 110,000

 -100
 %

 Loss on sale of assets

 (1,300,000
)

 405,000

 -421
 %

 Total other expense

 $
 (76,038,000
)

 $
 (23,019,000
)

 -230
 %

 Interest
income is recognized on the Company's money markets, and notes receivable identified in Note 4.

 Interest
expense increased 339% year-over-year primarily due to the increase in debt at Premier Packaging during 2023 as well an increase
in interest rate associated with the debt at LVAM.

 Dividend income
for the years ended December 31, 2023 and 2022 represent
dividends received on certain marketable securities owned by the Company.

 Other
income decreased 85% during the year 2023 as compared to 2022 and is driven by origination fees, and tax benefits
at SHRG associated with 2022.

 Loss
on investments consists of net realized and unrealized losses on marketable securities which are recognized as the difference
between the purchase price and sale price of the common stock investment, and net unrealized losses on marketable securities which are
recognized on the change in fair market value on our common stock investment. Also included is a loss approximating $29.2 million associated
with the Deconsolidation of SHRG (see Note 2).

of investments is driven by the Company impairment of its investment in Vivacitas approximately $4,100,000 as of December
31, 2022.

 Gain
(loss) from equity method investment represents the Company's prorated portion of earnings for its investments accounted
for under the equity method for the year ended December 31, 2023, and 2022.

 Impairment of fixed assets
as of December 31, 2022 is associated with the write down of fair value of SHRG's Lindon, Utah property.

of investments in real estate At
December 31, 2023, the Company performed an assessment of the fair value of its AMRE LifeCare and AMRE Winter Haven properties and
determined an impairment was necessary.

 Litigation
loss represents the Company's cost to settle its litigation with Maiden Biosciences litigation, which was settled, and
the Court's December 20, 2022 judgment was vacated, and the case was dismissed with prejudice (see Note 17).

of goodwill during the 4 th quarter of 2023, the Company performed qualitative and quantitative assessments of the
goodwill value associated with its APB and Sentinel subsidiaries and determined that as of December 31, 2023 both assets required
impairment. At December 31, 2023, the Company fully impaired the value of APB and Sentinel goodwill of approximately $29,744,000 and
$1,234,000, respectively.

 Provision
for loan losses during the year ended December 31, 2023, the Company reviewed the entire loan portfolio and determined specific loans
required an allowance for credit losses. See Note 5.

 Gain
on extinguishment of debt During the three months ended June 30, 2022, AAMI $110,000 SBA Paycheck Protection Program
was forgiven in full.

 Loss
on sale of assets is driven by the Company's loss on the sale of equity of HWH Holdings Inc and loss on sale of assets
of HWH World as identified in Note 7.

 Liquidity
and Capital Resources

 The
Company has historically met its liquidity and capital requirements primarily through the sale of its equity securities
and debt financing. As of December 31, 2023, the Company had cash of approximately $6.6 million. As of December 31, 2023, the Company
believes that it has sufficient cash to meet its cash requirements for at least the next 12 months from the filing date of this Annual
Report. In addition, the Company believes that it will have access to sources of capital from the sale of its equity securities and debt
financing.

 Cash
Flow from Operating Activities

 Net
cash used by operating activities was approximately $19.2 million for the year ended December 31, 2023 as compared to approximately
$27.0 million for the year ended December 31, 2022. This decrease is driven by a decrease in net loss from operations with
adjustments to reconcile net loss from operations to net
cash used by operating activities of approximately $30.8 million year over year, offset by increase in payments of accrued
expenses of approximately $20.1 million and accounts payable of $1.8 million year over year.

 Cash
Flow from Investing Activities

 Net
cash provided by investing activities was approximately $8.9 million for year ended December 31, 2023 as compared to net cash used
approximately $18.0 million for the year ended December 31, 2022. During the year ended December 31, 2022, we purchased $2.3 million
in property, plant, and equipment, $14.9 million of marketable securities, and issued $3.6 million in new notes receivable. In
comparison, the Company sold $9.5 million in marketable securities and issued $1.0 million in new notes receivable for the year
ended December 31, 2023.

 Cash
Flow from Financing Activities

 Net
cash used by financing activities was approximately $2.4 million for the year ended December 31, 2023 as compared to net cash provided $7.6 million
for the year ended December 31, 2022. During the year ended December 31, 2022, we borrowed $9.6 million of long-term debt as compared
to $1.8 million during the year ended December 31, 2023.

 Continuing
Operations and Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis
of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. These consolidated
financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might
be necessary should we be unable to continue as a going concern. While the Company has approximately $6.6 million in cash, the Company
has incurred operating losses as well as negative cash flows from operating and investing activities over the past two years.

 Aside
from its $6.6 million in cash as of December 31, 2023, the Company believes it can continue as a going concern, due to its ability
to generate operating cash through the sale of its $10.0 million of Marketable Securities, and the anticipated receipts of principal
and interest on its Notes receivable of approximately $8.8 million through December 31, 2024. The Company has also taken steps to
sell its real estate holdings in Utah, Texas, Pennsylvania, and Florida. These properties approximate $51.6 million in assets and
are identified on the accompanying balance sheet as Held for sale. In addition, the Company has taken steps, and will continue to
take measures, to materially reduce the expenses and cash burn at all corporate and business line levels. Although there are no
assurances, we believe the above would allow us to fund our nine business lines current and planned operations for the twelve months
from the filing date of this Annual Report. Based on this, the Company has concluded that substantial doubt of its ability to
continue as a going concern has been alleviated.

 Off-Balance
Sheet Arrangements

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

 Inflation

 Although our operations
are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during
2023 or 2022 as we are generally able to pass the increase in our material and labor costs to our customers or absorb them as we improve
the efficiency of our operations.

 Critical
Accounting Policies

 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, 2023,
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 Annual Report on Form 10-K for the year ended December 31, 2022.

 Allowance
For Loans and Lease Losses

 On January 1, 2022,
the Company adopted amended accounting guidance " ASU
No.2016-13 – Credit Losses" which requires an allowance for credit losses to be deducted from the amortized cost
basis of financial assets to present the net carrying value at the amount that is expected to be collected over the contractual term
of the asset considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect
the collectability of the reported amount. In estimating expected losses in the loan and lease portfolio, borrower-specific financial
data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and
judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine
the borrowers' abilities to repay obligations. After the forecast period, the Company utilizes longer-term historical loss experience
to estimate losses over the remaining contractual life of the loans. Prior to 2022, the allowance for credit losses represented the amount
that in management's judgment reflected incurred credit losses inherent in the loan and lease portfolio as of the balance sheet
date.

 Fair
Value of Financial Instruments

 Fair value is defined
as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring
fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 Level 1, defined as observable
inputs such as quoted prices for identical instruments in active markets.

 Level 2, defined as inputs other
than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived
from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 The carrying amounts
reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued
expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities
classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated
or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and
long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The
fair value of investments where the fair value is not considered readily determinable, are carried at cost.

 Investments

 Investments in equity
securities with a readily determinable fair value, not accounted for under the equity method, are recorded at that value with unrealized
gains and losses included in earnings. For equity securities without a readily determinable fair value, the investment is recorded at
cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized
gains and losses included in earnings.

 For equity method
investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If
there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 8 for further discussion on investments.

 The Company recognizes
its revenue based on when the title passes to the customer or when the service is completed and accepted by the customer. Revenue is
measured as the amount of consideration the Company expects to receive in exchange for shipped product or service provided. Sales and
other taxes billed and collected from customers are excluded from revenue. The Company recognizes rental income associated with its REIT,
net of amortization of favorable/unfavorable lease terms relative to market and includes rental abatements and contractual fixed increases
attributable to operating leases, where collection has been considered probable, on a straight-line basis over the term of the related
lease. The Company recognizes net investment income from its investment banking line of business as interest owed to the Company occurs.
The Company generates revenue from its direct marketing line of business primarily through internet sales and recognizes revenue as items
are shipped.

2023, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year.
Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and future expected
timing of revenue recognition for transaction price allocated to remaining performance obligations. The Company elected the practical
expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental
cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period
of the asset that the Company would have otherwise recognized is one year or less.

 Acquisitions

 Business combinations
and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations. Under the guidance, the assets and
liabilities of the acquired business are recorded at their fair values at the date of acquisition and all acquisition costs are expensed
as incurred. The excess of the purchase price over the estimated fair values is recorded as goodwill. If the fair value of the assets
acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded. The application of business
combination accounting requires the use of significant estimates and assumptions.

 Acquisition of assets are recorded
at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs are expensed as incurred.
This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area
that requires judgment and significant estimates. Tangible and intangible assets include land, building and improvements, furniture,
fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable). Acquisition-date fair values
of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods
like those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information.

 ITEM
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not applicable.

 ITEM
8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Financial
Statements

 DSS,

 TABLE
OF CONTENTS

 Page

 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 606)

 Financial Statements:

 Consolidated Balance Sheets

Statements of Operations

 Consolidated Statements of Cash Flows

 Consolidated Statements of Changes in Stockholders' Equity

 Notes to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

 Stockholders of DSS,
Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheets of DSS, Inc, and its subsidiaries (the "Company") as of December 31, 2023 and 2022, and the related consolidated statements
of operations, stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as
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, 2023 and 2022, and the results of its operations and its cash flows for the years then ended,
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 the Company's financial statements based on our
audit. 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 audit 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 audits, 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 that 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.

 Critical Audit Matters

 The critical audit matters communicated below are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.

 Investments in real estate

 As described in Note 9 to the consolidated financial
statements, the Company owns real estate properties through their subsidiaries with a net book value of approximately $6,279,000, with
an additional $51,530,000 classified as held for sale. We identified the value of the real estate to be a critical audit matter.

 The principal consideration for our determination
of management's assessment of impairment of the real estate as a critical audit matter is the high degree of subjective auditor
judgment associated with evaluating management's determination of impairment of the real estate properties, which is primarily due
to the complexity of the valuation models used and the sensitivity of the underlying significant assumptions. The key assumptions used
within the valuation models included site valuations and various approaches such as cost, sales comparison, etc. The calculated fair values
are sensitive to changes in these key assumptions.

 How the Critical Audit Matter was addressed in
the Audit

 Our audit procedures related to the determination
of the fair value of the real estate properties included the following, among others:

 a)

 We obtained management's rollforward of investments in real estate from December 31, 2022, to December 31, 2023 and tested any material additions by vouching to invoices and contracts.

 b)

 We obtained third party valuations that assess the fair value of the properties from management.

 c)

 We assessed the qualifications and competence of management and the qualifications, competence and objectivity of third-party specialist.

 d)

 We engaged a valuation firm to review the valuation reports provided by management to determine if the reports were reasonable and acceptable based on the methodologies used by management's third-party valuation firm. We also assessed the qualifications and competence of the valuation firm.

 e)

 We compared the net book value of the real estate properties to the fair values of the properties per the third-party valuations to determine that the carrying value is less than fair value and impairment was addressed properly. During the year ended December 31, 2023, Management reclassified the land and building related to AMRE LifeCare and AMRE Winter Haven to assets held for sale.

 f)

 We assessed the sufficiency of the Company's disclosure of its accounting for these real estate properties included in Notes 2 and 9.

 Evaluation of Intangible Assets and Goodwill for

 As described in Notes 2 and 10 to the consolidated
financial statements, the Company holds Intangible Assets and Goodwill through its subsidiaries with
a net book value of approximately $20,193,000 and $26,862,000, respectively. We identified the value of Intangible Assets and Goodwill
to be a critical audit matter.

 The principal consideration for our determination
of management's assessment of impairment of the Intangible Assets and Goodwill as a critical audit matter is the high degree of
subjective auditor judgment associated with evaluating management's determination of impairment of Intangible Assets and Goodwill,
which is primarily due to the complexity of the valuation models used and the sensitivity of the underlying significant assumptions. The
key assumptions used within the valuation models included qualitative and quantitative assessments. The calculated fair values are sensitive
to changes in these key assumptions.

 How the Critical Audit Matter was addressed in
the Audit

 Our audit procedures related to the determination
of the fair value of the Intangible Assets and Goodwill included the following, among others:

 a)

 We obtained management's rollforward of Intangible Assets and Goodwill in from December 31, 2022, to December 31, 2023 and tested any material additions and disposals by vouching to agreements.

 b)

 We obtained management's qualitative and quantitative assessments and third-party valuations that assess the fair value of the Intangible Assets and Goodwill.

 c)

 We assessed the qualifications and competence of management and the qualifications, competence and objectivity of third-party specialists.

 d)

 We reviewed the valuation reports provided by management to determine if the reports were reasonable and acceptable based on the methodologies used by management's third-party valuation firm.

 e)

 We audited the critical inputs used in the valuation calculations and utilized the services of an independent auditor engaged specialist to ensure the methodologies and assumptions utilized by the Company's independent specialists were reasonable and in accordance with industry standards.

 f)

 We assessed the sufficiency of the Company's disclosure of its accounting for Intangible Assets and Goodwill included in Notes 2 and 10.

 GRASSI
 & CO., CPAs, P.C.

 We have served as the Company's auditor since 2022.

 Jericho, New York

 March 27, 2024

 DSS,

Balance Sheets

 As
of December 31,

 2023

 2022

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 6,615,000

 $
 19,290,000

 Accounts receivable, net

 3,994,000

 7,564,000

 Inventory

 2,819,000

 7,721,000

 Current portion of notes receivable

 8,772,000

 11,719,000

 Assets held for sale

 51,595,000

 -

 Prepaid expenses and other current assets

 839,000

 1,700,000

 Total current assets

 74,634,000

 47,994,000

 Property, plant and equipment, net

 6,417,000

 13,391,000

 Investment in real estate, net

 6,279,000

 55,029,000

 Other investments

 1,282,000

 1,534,000

 Investment, equity method

 128,000

 162,000

 Marketable securities

 9,979,000

 27,307,000

 Notes receivable

 111,000

 922,000

 Other assets

 97,000

 2,699,000

 Right-of-use assets

 7,210,000

 8,219,000

 Goodwill

 26,862,000

 60,919,000

 Other intangible assets, net

 20,193,000

 30,740,000

 Total assets

 $
 153,192,000

 $
 248,916,000

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable

 $
 3,654,000

 $
 5,914,000

 Accrued expenses and deferred revenue

 2,512,000

 19,341,000

 Other current liabilities

 983,000

 447,000

 Current portion of lease liability

 686,000

 796,000

 Current portion of long-term debt, net

 47,776,000

 47,161,000

 Total current liabilities

 55,611,000

 73,689,000

 Long-term debt, net

 7,451,000

 10,181,000

 Long-term lease liability

 6,917,000

 7,820,000

 Other long-term liabilities

 -

 507,000

 Deferred tax liability, net

 -

 38,000

 Commitments and contingencies (Note 17)

 -

 -

 Stockholders' equity

 Preferred stock, $.02 par value; 47,000 shares authorized, zero shares issued and outstanding ( zero on December 31, 2022); Liquidation value $ 1,000 per share, zero aggregate. zero on December 31, 2022)

 -

 -

 Common stock, $.02 par value; 200,000,000 shares authorized, 7,066,772 shares issued and outstanding ( 6,950,858 on December 31, 2022)

 140,000

 139,000

 Additional paid-in capital

 319,963,000

 319,766,000

 Accumulated deficit

 ( 256,176,000
)

 ( 194,343,000
)

 Total DSS stockholders' equity

 63,927,000

 125,562,000

 Non-controlling interest in subsidiary

 19,286,000

 31,119,000

 Total stockholders' equity

 83,213,000

 156,681,000

 Total liabilities and stockholders' equity

 $
 153,192,000

 $
 248,916,000

 See accompanying notes.

 DSS,

Statements of Operations

 For
the Years Ended December 31,

 2023

 2022

 Revenue:

 Printed products

 $
 18,497,000

 $
 17,973,000

 Rental income

 3,647,000

 6,287,000

 Management fee income

 -

 Net investment income

 630,000

 Direct marketing

 Commission revenue

 1,641,000

 Total revenue

 30,258,000

 47,307,000

 Costs and expenses:

 Cost of revenue

 26,647,000

 40,247,000

 Selling, general and administrative (including stock-based compensation)

 25,072,000

 53,531,000

 Total costs and expenses

 51,719,000

 93,778,000

 Operating loss

 ( 21,461,000
)

 ( 46,471,000
)

 Other income (expense):

 Interest income

 1,289,000

 629,000

 Dividend income

 16,000

 159,000

 Other income

 532,000

 3,602,000

 Interest expense

 ( 553,000
)

 ( 126,000
)

 Litigation loss

 -

 ( 8,750,000
)

 Gain on extinguishment of debt

 -

 110,000

 Loss on equity method investment

 ( 34,000
)

 129,000

 Loss on investments

 ( 32,986,000
)

 ( 10,697,000
)

 Impairment of investment

 -

 ( 5,637,000
)

 Impairment of fixed assets

 -

 ( 2,843,000

)

 Impairment of intangible assets

 ( 7,418,000
)

 -

 Impairment of investment in real estate

 ( 812,000
)

 Impairment of goodwill

 ( 30,978,000
)

 -

 Provision for loan losses

 ( 3,794,000
)

 -

 Loss on sale of assets

 ( 1,300,000
)

 405,000

 Loss before income taxes

 ( 97,499,000
)

 ( 69,490,000
)

 Income tax loss

 ( 4,000
)

 ( 172,000
)

 Net loss

 $
 ( 97,503,000
)

 $
 ( 69,662,000
)

 Net loss attributed to noncontrolling interest

 16,897,000

 9,822,000

 Net loss attributable to common stockholders

 $
 ( 80,606,000
)

 $
 ( 59,840,000
)

 Loss per common share:

 Basic

 $
 ( 11.52
)

 $
 ( 10.72
)

 Diluted

 $
 ( 11.52
)

 $
 ( 10.72
)

 Shares used in computing loss (earnings) per common share:

 Basic

 6,996,322

 5,581,106

 Diluted

 6,996,322

 5,581,106

 See accompanying notes.

 DSS,

Statements of Cash Flows

 For
the Years Ended December 31,

 2023

 2022

 Cash flows from operating activities:

 Net loss from operations

 $
 ( 97,503,000
)

 $
 ( 69,662,000
)

 Adjustments to reconcile net loss from operations to net cash used by operating activities:

 5,206,000

 12,925,000

 Stock based compensation

 -

 4,000

 Gain/(loss) on equity method investment

 34,000

 ( 129,000
)

 Loss on investments

 33,506,000

 13,386,000

 Change in ROU assets

 1,009,000

 ( 7,721,000
)

 Gain on extinguishment of debt

 -

 ( 110,000
)

 Deferred tax loss

 -

 38,000

 Loss on sales of assets

 1,300,000

 -

 Impairment of fixed assets

 -

 2,843,000

 Impairment of intangible assets

 7,418,000

 -

 Impairment of real estate

 812,000

 -

 Impairment of Goodwill

 30,978,000

 -

 Impairment of accounts receivable

 3,023,000

 -

 Impairment of notes receivable

 3,794,000

 1,525,000

 Impairment of other investments

 -

 5,637,000

 Decrease (increase) in assets:

 Accounts receivable

 1,316,000

 ( 1,891,000
)

 Inventory

 5,483,000

 540,000

 Prepaid expenses and other current assets

 996,000

 1,766,000

 Other assets

 2,392,000

 ( 2,210,000
)

 Increase (decrease) in liabilities:

 Accounts payable

 ( 2,260,000
)

 3,994,000

 Accrued expenses

 ( 15,646,000
)

 4,307,000

 Change in ROU liabilities

 ( 1,013,000
)

 -

 Other liabilities

 ( 39,000
)

 ( 298,000
)

 Net cash used by operating activities

 ( 19,194,000
)

 ( 26,953,000
)

 Cash flows from investing activities:

 Purchase of property, plant and equipment

 ( 818,000

)

 ( 2,294,000
)

 Purchase of real estate

 -

 ( 732,000
)

 Purchase of investment

 -

 ( 195,000
)

 Purchase of marketable securities

 -

 ( 14,884,000
)

 Disposal of property, plant & equipment

 248,000

 2,152,000

 Asset acquired with APB acquisition

 -

 ( 1,879,000
)

 Asset acquired with Sentinel acquisition

 40,000

 -

 Conversion of SHRG to consolidation

 -

 3,038,000

 Change in Equity investment

 -

 ( 113,000
)

 Issuance of new notes receivable, net origination fees

 ( 1,046,000
)

 ( 3,621,000
)

 Payment received on notes receivable

 1,010,000

 1,067,000

 Sale of marketable securities

 9,502,000

 -

 Purchase of intangible assets

 -

 ( 508,000
)

 Net cash provided (used) by investing activities

 8,936,000

 ( 17,969,000
)

 Cash flows from financing activities:

 Payments of long-term debt

 ( 4,246,000
)

 ( 3,504,000
)

 Borrowings of long-term debt

 1,829,000

 9,602,000

 Issuances of common stock, net of issuance costs

 -

 1,519,000

 Net cash (used) provided by financing activities

 ( 2,417,000
)

 7,617,000

 Net decrease in cash

 ( 12,675,000
)

 ( 37,305,000
)

 Cash and cash equivalents at beginning of year

 19,290,000

 56,595,000

 Cash and cash equivalents at end of year

 $
 6,615,000

 $
 19,290,000

 See accompanying notes.

 DSS,

Statements of Changes in Stockholders' Equity

 For
the Years Ended December 31,

 Common
 Stock

 Preferred
 Stock

 Additional
 Paid-in

 Accumulated

 Total DSS

 Non-
 controlling
 Interest
 in

 Capital

 Deficit

 Equity

 Subsidiary

 Total

 Balance, December 31, 2021

 3,987,308

 $
 80,000

 -

 $
 -

 $
 296,199,000

 $
 ( 134,503,000
)

 $
 161,776,000

 $
 36,409,000

 $
 198,185,000

 Issuance of common stock, net of expenses

 2,146,200

 43,000

 -

 -

 17,362,000

 -

 17,405,000

 -

 17,405,000

 Acquisition of Sentinel Brokers Company, Inc.

 -

 -

 -

 -

 -

 -

 -

 1,274,000

 1,274,000

 Acquisition of Sharing Services Global Corporation

 -

 -

 -

 -

 -

 -

 -

 3,257,000

 3,257,000

 Stock based payments

 817,350

 16,000

 -

 -

 6,205,000

 -

 6,221,000

 -

 6,221,000

 Net loss

 -

 -

 -

 -

 -

 ( 59,840,000
)

 ( 59,840,000
)

 ( 9,821,000
)

 ( 69,661,000
)

 Balance, December 31, 2022

 6,950,858

 $
 139,000

 -

 $
 -

 $
 319,766,000

 $
 ( 194,343,000
)

 $
 125,562,000

 $
 31,119,000

 $
 156,681,000

 Common
 Stock

 Preferred
 Stock

 Additional
 Paid-in

 Accumulated

 Total DSS

 Non-
 controlling
 Interest
 in

 Capital

 Deficit

 Equity

 Subsidiary

 Total

 Balance, December 31, 2022

 6,950,858

 $
 139,000

 -

 $
 -

 $
 319,766,000

 $
 ( 194,343,000
)

 $
 125,562,000

 $
 31,119,000

 $
 156,681,000

 Balance

 6,950,858

 $
 139,000

 -

 $
 -

 $
 319,766,000

 $
 ( 194,343,000
)

 $
 125,562,000

 $
 31,119,000

 $
 156,681,000

 Issuance of common stock, net of expenses

 62,354

 1,000

 -

 -

 267,000

 -

 268,000

 -

 268,000

 Acquisition of Sentinel Brokers Company, Inc. shares

 -

 -

 -

 -

 ( 70,000
)

 -

 ( 70,000
)

 -

 ( 70,000
)

 Fractional shares as a result of reverse stock split

 53,560

 -

 -

 -

 -

 -

 -

 -

 -

 Deconsolidation of Sharing Services Global Corporation

 -

 -

 -

 -

 -

 18,773,000

 18,773,000

 5,064,000

 23,837,000

 Net loss

 -

 -

 -

 -

 -

 ( 80,606,000
)

 ( 80,606,000
)

 ( 16,897,000
)

 ( 97,503,000
)

 Balance, December 31, 2023

 7,067,772

 $
 140,000

 -

 $
 -

 $
 319,963,000

 $
 ( 256,176,000
)

 $
 63,927,000

 $
 19,286,000

 $
 83,213,000

 Balance

 7,067,772

 $
 140,000

 -

 $
 -

 $
 319,963,000

 $
 ( 256,176,000
)

 $
 63,927,000

 $
 19,286,000

 $
 83,213,000

 See accompanying notes.

 DSS,

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 1.
 DESCRIPTION OF BUSINESS

 Description of Business

 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".

 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, (4) Commercial Lending, (5)
Securities and Investment Management, (6) Alternative Trading (7) Digital Transformation (discontinued in 2023), (8) Secure Living
(discontinued in 2023), and (9) Alternative Energy (discontinued in 2023). Each of these business lines are in different stages of development, growth,
and income generation.

 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 Marketing's products include, among other things, nutritional and
personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe. (4) Our Commercial Lending
business division, driven by American Pacific Bancorp ("APB"), is organized for the purposes of being a financial
network holding company, focused on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and
nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii)
companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking,
trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose
acquisition company) consulting services, and advisory capital raising services. (5) Securities and Investment Management was
established to develop and/or acquire assets in the securities trading or management arena, and to pursue, among other product and
service lines, broker dealers, and mutual funds management. Also in this segment is the Company's real estate investment
trusts ("REIT"), organized for the purposes of acquiring hospitals and other acute or post-acute care centers from
leading clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single
operator under a triple-net lease. the REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed
medical real estate. (6) Alternative Trading was established to develop and/or acquire assets and investments in the securities
trading and/or funds management arena. Alternative Trading, in partnership with recognized global leaders in alternative trading
systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized
assets, utility tokens, and cryptocurrency via an alternative trading platform using blockchain technology. The scope of services
within this section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, and UTO
listings on a primary market(s), asset digitization/tokenization (securities, currency, and cryptocurrency), and the listing and
trading of digital assets (securities and cryptocurrency) on a secondary 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 (discontinued in 2023). (8) The Secure Living division has developed a plan for fully sustainable,
secure, connected, and healthy living communities with homes incorporating advanced technology, energy efficiency, and quality of
life living environments both for new construction and renovations for single and multi-family residential housing (discontinued in 2023). (9) The
Alternative Energy group was established to help lead the Company's future in the clean energy business that focuses on
environmentally responsible and sustainable measures. Alset Energy, Inc, the holding company for this group, and its wholly owned
subsidiary, Alset Solar, Inc., pursue utility-scale solar farms to serve US regional power grids and to provide underutilized
properties with small microgrids for independent energy (discontinued in 2023).

 On
May 13, 2021, Sentinel Brokers, LLC. ("Sentinel LLC"), 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 Co."),
a company registered in the state of New York, and in December 2022, Sentinel LLC exercised this option to increase its equity position
to 75 %. In May of 2023, Sentinel LLC acquired an additional 5 % increasing its equity position to 80.1 %. Sentinel is a broker-dealer operating
primarily as a fiduciary intermediary, facilitating intuitional trading of municipal and corporate bonds as well as preferred stock,
and is registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"),
and is a member of the Securities Investor Protection Corporation ("SIPC").

 On
February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the "Amendment") with its shareholder Alset
EHome International Inc. ("AEI"), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase
Agreement dated January 25, 2022 (the "SPA"). Pursuant to the SPA, AEI had agreed to purchase up to 44,619,423 shares of
the Company's common stock for a purchase price of $ 0.3810 per share, for an aggregate purchase price of $ 17,000,000. Pursuant
to the Amendment, the number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877 shares
for an aggregate purchase price of $ 1,519,000. This transaction was completed on March 9, 2022. In addition, the Company's Executive
Chairman and a significant stockholder, Heng Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

 On
May 17, 2022, the shareholders of the Company approved the issuance of up to 21,366,177 Shares of our Common Stock to 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 $ 367,000 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.

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Summary of Significant Accounting Policies

 Principles
of Consolidation – The consolidated financial statements include the accounts of DSS and its subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.

 Deconsolidation
of Sharing Services Global Corporation - On May 4, 2023, the Company distributed approximately 280 million shares of SHRG beneficially
held by DSS and Decentralized Sharing Systems in the form of a dividend to the shareholders of DSS common stock. Upon completion of this
distribution, DSS will retain an ownership interest in SHRG of approximately 7 %. Immediately prior to this distribution, DSS owned approximately
 81 % of the issued and outstanding common shares of SHRG. A s a result, SHRG, whose operations represented
a significant portion of our Direct Marketing segment, was deconsolidated from our consolidated financial statements effective as of
May 1, 2023 (the "Deconsolidation"). Subsequent to April 30, 2023, the assets
and liabilities of SHRG are no longer included within our consolidated balance sheets. Any discussions related to results, operations,
and accounting policies associated with SHRG refer to the periods prior to the Deconsolidation.

 Upon
Deconsolidation, we recognized a loss before income taxes of approximately $ 29,196,000 which is recorded within gain/loss investments
in our consolidated statements of operations for the three and nine months ended September 30, 2023. Subsequent to the Deconsolidation,
we accounted for our equity ownership interest in SHRG as a marketable security and at the quoted price stock price of SHRG, valued at
approximately $ 74,000 at December 31, 2023.

 Use
of Estimates – The preparation of consolidated financial statements in conformity with accounting principles generally
accepted in the United States requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in
the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis,
the Company evaluates its estimates, including those related to the accounts receivable, convertible notes receivable, inventory, fair
values of investments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, fair values of options
and warrants to purchase the Company's common stock, preferred stock, deferred revenue, and income taxes, among others. The Company
bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which
form the basis for making judgments about the carrying values of assets and liabilities.

 Reclassifications
 – Interest expense associated with the debt owed by AMRE has been reclassed from Interest expense to Cost of revenue for the year ended December
31, 2022 to conform to current period presentation.

 Cash
Equivalents – All highly liquid investments with maturities of three months or less at the date of purchase are
classified as cash equivalents. Amounts included in cash equivalents in the accompanying consolidated balance sheets are money market
funds whose adjusted costs approximates fair value.

 Accounts
Receivable – The Company extends credit to its customers in the normal course of business. The Company performs
ongoing credit evaluations and generally does not require collateral. Payment terms are generally 30 days but up to net 120 for certain
customers. The Company carries its trade accounts receivable at invoice amounts and its rent receivables at contract amounts, less an
allowance for credit losses. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for
credit losses based upon management's estimates that include a review of the history of past write-offs and collections and
an analysis of current credit conditions. In estimating expected losses in the accounts receivable portfolio, customer-specific financial
data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and
judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine
the customers' abilities to pay.

 At December 31, 2023,
and December 31, 2022, the Company established a reserve for credit losses of approximately $ 2,494,000 and $ 29,000, respectively.
The Company does not accrue interest on past due accounts receivable. Accounts receivable, net was $ 5,673,000, $ 7,564,000, and $ 3,994,000 for January 1, 2022, December 31, 2022, and December
31, 2023, respectively.

 Concentration
of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits.
The Company believes it is not exposed to any significant credit risk because of any non-performance by the financial institutions. As
of December 31, 2022, two customers accounted for approximately 14 % and 6 % of our consolidated revenue and 36 % and 17 % of our trade accounts
receivable balance. As of December 31, 2023, two customers accounted for approximately 20 % and 11 % of our consolidated revenue and 39 %
and 30 % of our trade accounts receivable balance.

 Notes
receivable, unearned interest, and related recognition - The Company records all future payments of principal and interest
on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes,
the Company reports the net investment in the notes receivable on the consolidated balance sheet as current or long-term based on the
maturity date of the underlying notes. Such net investment is comprised of the amount advanced on the loans, adjusting for net deferred
loan fees or costs incurred at origination, amounts allocated to warrants received upon origination, and any payments received in advance.
The unearned interest is recognized over the term of the notes and the income portion of each note payment is calculated so as to generate
a constant rate of return on the net balance outstanding. Net deferred loan fees or costs, together with discounts recognized in connection
with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan.

 Allowance
For Loans And Lease Losses - On January 1, 2022, the Company adopted amended accounting guidance " ASU No.2016-13 –
Credit Losses" which requires an allowance for credit losses to be deducted from the amortized cost basis of financial assets
to present the net carrying value at the amount that is expected to be collected over the contractual term of the asset considering relevant
information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported
amount. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macro-economic assumptions
are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to measure amounts
and timing of expected future cash flows, collateral values and other factors used to determine the borrowers' abilities to repay
obligations. After the forecast period, the company utilizes longer-term historical loss experience to estimate losses over the remaining
contractual life of the loans. Prior to 2022, the allowance for credit losses represented the amount that in management's judgment
reflected incurred credit losses inherent in the loan and lease portfolio as of the balance sheet date.

 Investments
 – Investments in equity securities with a readily determinable fair value, not accounted for under the equity method,
are recorded at fair value with unrealized gains and losses included in earnings. For equity securities without a readily determinable
fair value, the investment is recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for
the same or similar securities, with unrealized gains and losses included in earnings. For equity method investments, the Company regularly
reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary,
the investment is written down to fair value. See Note 8 for further discussion on investments.

 Fair
Value of Financial Instruments - Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement
Topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") establishes
a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). These tiers include:

 Level 1, defined as observable
inputs such as quoted prices for identical instruments in active markets.

 Level 2, defined as inputs other
than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived
from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 The carrying amounts
reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued
expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities
classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated
or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and
long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The
fair value of investments where the fair value is not considered readily determinable, are carried at cost.

 Inventory –
Inventories consist primarily of paper, pre-printed security paper, paperboard, fully prepared packaging, air filtration systems,
and health and beauty products which and are stated at the lower of cost or net realizable value on the first-in, first-out
("FIFO") method. Packaging work-in-process and finished goods included the cost of materials, direct labor and overhead.
At the closing of each reporting period, the Company evaluates its inventory in order to adjust
the inventory balance for obsolete and slow-moving items. An allowance for obsolescence of approximately $ 18,000 and
$ 57,000 associated
with the inventory at our Premier subsidiary for December 31, 2023 and 2022, respectively. Also, SHRG had an allowance for
obsolescence of approximately $ 685,000 at December 31, 2022. Write- downs and write-offs are charged to cost of revenue.

 Property,
Plant and Equipment – Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line
method over the estimated useful lives or lease period of the assets whichever is shorter. Expenditures for renewals and betterments
are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Any gain or loss upon sale
or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

 Investments
in real estate, net – Acquisition of assets are recorded at their relative fair value based on total accumulated
costs of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. This includes all costs
related to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area that requires judgment and
significant estimates. Tangible and intangible assets include land, building and improvements, furniture, fixtures and equipment, acquired
above market and below market leases, in-place lease value (if applicable). Acquisition-date fair values of assets and assumed liabilities
are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent
appraisers and that use appropriate discount and/or capitalization rates and available market information. Depreciation and amortization
is computed using the straight-line method over the estimated useful lives of the assets. During 2023, the land and buildings related to AMRE LifeCare and AMRE Winter Haven were reclassified to Assets held for sale.

 Leases
 - ASC 842 requires recognition of leases on the consolidated balance sheets as right-of-use ("ROU") assets
and lease liabilities. ROU assets represent the Company's right to use underlying assets for the lease terms and lease liabilities
represent the Company's obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease
liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As
the Company's leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to
renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal
and termination options that are deemed reasonably certain to be exercised.

 The Company recognized
lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer
than twelve months.. Operating lease cost is recognized as a single lease cost on a straight-line
basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance,
property taxes and other operating expenses are recognized as expense in the period incurred. The Company has elected to separate lease
and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities.

of Long-Lived Assets and Goodwill - The Company monitors the carrying value of long-lived assets for potential impairment
and tests the recoverability of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be
recoverable. If a change in circumstance occurs, the Company performs a test of recoverability by comparing the carrying value of the
asset or asset group to its undiscounted expected future cash flows. If cash flows cannot be separately and independently identified
for a single asset, the Company will determine whether impairment has occurred for the group of assets for which the Company can identify
the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, the Company measures any impairment
by comparing the fair value of the asset or asset group to its carrying value.

 Assets held
for sale – The Company has several buildings and
the associated land they occupy for sale as of December 31, 2023. These consist of primarily of retail space in Lindon, Utah approximating
$ 5,593,000 and the medical facilities associated with AMRE LifeCare of approximately $ 41,541,000 and AMRE Winter Haven of approximately
$ 4,396,000, and $ 65,000 of other assets

 Goodwill
 – Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired
and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for
impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. FASB
ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or
circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying
amount. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit
is less than its carrying value, the Company will proceed to a quantitative test. The Company may also elect to perform a quantitative
test instead of a qualitative test for any or all of our reporting units. The test compares the fair value of an entity's reporting
units to the carrying value of those reporting units. This quantitative test requires various judgments and estimates. The Company estimates
the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. Impairment
of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and
liabilities of the reporting unit. The Company performed its annual goodwill impairment test as of December 31, 2023, and no impairment
was deemed necessary for the goodwill associated with Premier Packaging Company, and Impact BioMedical of $ 1,769,000 and $ 25,093,000,
respectively. The goodwill for APB, and Sentinel Co. of approximately
$ 29,744,000,
and $ 1,234,000
 respectively, were deemed impaired and written
off at December 31, 2023.

 Intangible
Assets - The estimated fair values of acquired intangibles are generally determined based upon future economic
benefits such as earnings and cash flows. Acquired identifiable intangible assets are recorded at fair value and are amortized over
their estimated useful lives. Acquired intangible assets with an indefinite life are not amortized but are reviewed for impairment
at least annually or more frequently whenever events or changes in circumstances indicate that the carrying amounts of those assets
are below their estimated fair values. Impairment is tested under ASC 350. At December 31, 2023, The Company impaired approximately
$ 7,418,000 associated with intangible assets for AMRE Lifecare and AMRE Winter Haven.

 - The Company recognizes its revenue based on when the title passes to the customer or when the service is completed and
accepted by the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product
or service provided. Sales and other taxes billed and collected from customers are excluded from revenue. The Company recognizes rental
income associated with its REIT, net of amortization of favorable/unfavorable lease terms relative to market and includes rental abatements
and contractual fixed increases attributable to operating leases, where collection has been considered probable, on a straight-line basis
over the term of the related lease. The Company recognizes net investment income from its investment banking line of business as interest
and management fees related to loans managed for third parties owed to the Company occurs. The Company generates revenue from its direct
marketing line of business primarily through internet sales and recognizes revenue as items are shipped.

2023, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year.
Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and future expected
timing of revenue recognition for transaction price allocated to remaining performance obligations. The Company elected the practical
expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental
cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period
of the asset that the Company would have otherwise recognized is one year or less.

 Costs
of revenue - Costs of revenue includes all direct cost of the Company's packaging, commercial and security
printing sales, primarily, paper, inks, dies, and other consumables, and direct labor, transportation, amortization, deprecation, and
manufacturing facility costs. In addition, this category includes all direct costs associated with the manufacturing and procurement
of the products sold in the Company's Direct Marketing line of business as well as with the Company's technology sales, services
and licensing including hardware and software that is resold, third-party fees, and fees paid to inventors or others as a result of technology
licenses or settlements, if any. Cost of revenue for our REIT line of business includes all direct cost associated with the maintenance
and upkeep of the related facilities, depreciation, amortization and the costs to acquire the facilities. Our Commercial Lending operating
segment has costs of revenue associated with the impairment of notes receivable for those amounts at risk of collection. Costs of revenue
do not include expenses related to product development, integration, and support. These costs are included in research and development,
which is a component of selling, general and administrative expenses on the consolidated statement of operations. Legal costs are included
in selling, general and administrative.

 Shipping
and Handling Costs - Costs incurred by the Company related to shipping and handling are included in cost of revenue. Amounts
charged to customers pertaining to these costs are reflected as revenue.

 Share-Based
Payments - Compensation cost for stock awards are measured at fair value and the Company recognizes compensation expense
over the service period for which awards are expected to vest. The Company uses the Black-Scholes-Merton option pricing model for determining
the estimated fair value for stock-based awards. The Black-Scholes-Merton model requires the use of subjective assumptions which determine
the fair value of stock-based awards, including the option's expected term and the price volatility of the underlying stock. For
equity instruments issued to consultants and vendors in exchange for goods and services the Company determines the measurement date for
the fair value of the equity instruments issued at the earlier of (i) the date at which a commitment for performance by the consultant
or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments
issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

 Sales
Commissions - Sales commissions are expensed as incurred for contracts with an expected duration of one year or less.
A significant portion of the Company's sales commissions expense is generated from its direct marketing line of business. These
commissions are based on current month shipments and are paid one month in arrears. There were no sales commissions capitalized as of
December 31, 2023.

 Contingent
Legal Expenses - Contingent legal fees are expensed in the consolidated statements of operations in the period
that the related revenues are recognized. In instances where there are no recoveries from potential infringers, no contingent legal fees
are paid; however, the Company may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services
agreement that will be paid out from the proceeds from settlements or licenses that arise pursuant to an enforcement action, which will
be expensed as legal fees in the period in which the payment of such fees is probable. Any unamortized patent acquisition costs will
be expensed in the period a conclusion is reached in an enforcement action that does not yield future royalties potential.

 Research
and Development - Research and development costs are expensed as incurred. Research and development costs consist primarily
of third-party research costs and consulting costs. The Company recognized costs of approximately $ 1,147,000 and $ 1,256,000 in 2023 and
2022, respectively.

 Income
Taxes - The Company recognizes estimated income taxes payable or refundable on income tax returns for the current year
and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income items
is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits
not expected to be realized. We recognize penalties and accrued interest related to unrecognized tax benefits in income tax expense.

 Loss
Per Common Share - The Company presents basic and diluted (loss) earnings per share. Basic (loss) earnings per share
reflect the actual weighted average of shares issued and outstanding during the period. Diluted (loss) earnings per share are
computed including the number of additional shares from outstanding warrants, stock options and preferred stock that would have been
outstanding if dilutive potential shares had been issued and is calculated utilizing the treasury stock method. In a loss period,
the calculation for basic and diluted (loss) earnings per share is the same, as the impact of potential common shares is
anti-dilutive. For the year ended December 31, 2022 potential dilutive instruments include both warrants and options of 5,000 shares. For
the year-ended December 31, 2023, potential dilutive instruments was 0.

 Acquisitions
- Business combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations.
Under the guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition
and all acquisition costs are expensed as incurred. The excess of the purchase price over the estimated fair values is recorded as goodwill.
If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded.
The application of business combination accounting requires the use of significant estimates and assumptions.

 Acquisition of assets
are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs are expensed
as incurred. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the purchase price
is an area that requires judgment and significant estimates. Tangible and intangible assets include land, building and improvements,
furniture, fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable). Acquisition-date
fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values
using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available
market information.

 Business
Combinations - Business combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business
Combinations. Under the guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of
acquisition and all acquisition costs are expensed as incurred. The excess of the purchase price over the estimated fair values is recorded
as goodwill. If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition
is recorded. The application of business combination accounting requires the use of significant estimates and assumptions.

 Continuing
Operations and Going Concern - The accompanying
consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting
contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. These consolidated financial
statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary
should we be unable to continue as a going concern. While the Company has approximately $ 6.6 million in cash, the Company has incurred
operating losses as well as negative cash flows from operating and investing activities over the past two years.

 Aside
from its $ 6.6 million
in cash as of December 31, 2023, the Company believes it can continue as a going concern, due to its ability to generate operating
cash through the sale of its $ 10.0 million
of Marketable Securities, and the anticipated receipts of principal and interest on its Notes receivable of approximately $ 8.8 million
through December 31, 2024. The Company has also taken steps to sell its real estate holdings in Utah, Texas, Pennsylvania, and
Florida. These properties approximate $ 51.6
million in assets and are identified on the accompanying balance sheet as Held for sale. In addition, the Company has taken steps,
and will continue to take measures, to materially reduce the expenses and cash burn at all corporate and business line levels.
Although there are no assurances, we believe the above would allow us to fund our nine business lines current and planned operations
for the twelve months from the filing date of this Annual Report. Based on this, the Company has concluded that substantial doubt of
its ability to continue as a going concern has been alleviated.

 3.
 Inventory

 Inventory consisted
of the following as of December 31:

 Schedule of Inventory

 2023

 2022

 Finished Goods

 $
 2,218,000

 $
 6,779,000

 Work in Process

 180,000

 403,000

 Raw Materials

 439,000

 1,281,000

 Inventory Gross

 $
 2,837,000

 $
 8,463,000

 Less allowance for obsolescence

 ( 18,000
)

 ( 742,000
)

 Inventory Net

 $
 2,819,000

 $
 7,721,000

 4.
 Notes Receivable

 Note

 On May 14, 2021,
DSS Pure Air, Inc. a subsidiary of the Company entered a convertible promissory note ("Note 1") with Borrower 1, a company
registered in the state of Texas. Note 1 has an aggregate principal balance up to $ 5,000,000, to be funded at the request of Borrower
1. Note 1, which incurs interest at a rate of 6.65 % due quarterly, has a maturity date of May 1, 2023. Note 1 contains an optional conversion
clause that allows the Company to convert all, or a portion of all, into newly issued member units of Borrower 1 with the maximum principal
amount equal to 18% of the total equity position of Borrower 1 at conversion. The outstanding principal and interest as of December 31,
2023, and December 31, 2022, approximated $ 5,544,000 and $ 5,420,000, respectively, which is included in current notes receivable on the
accompanying consolidated balance sheet. As of December 31, 2023, the Company has a reserve of $ 2,772,000 against the principal and interest
outstanding. This note is currently in default and its terms are currently being re-negotiated.

 Note

 On September 23,
2021, APB entered into refunding bond anticipatory note ("Note 2") with Borrower 2, which operates as a conservation and
reclamation district pursuant to Chapter 3891, Texas Special District Local Laws Code; Chapter 375, Texas Local Government Code; and
Chapter 49, Texas Water Code. The District Note was in the sum of $ 3,500,000 and incurs interest at a rate of 5.59 % per annum. Principal
and interest are due in full on September 22, 2022, and later amended to extend the maturity date to September 19, 2024. This note may
be redeemed prior to maturity with 10 days written notice to APB at a price equal to principal plus interest accrued on the redemption
date. The outstanding principal and interest of $ 3,910,000 and $ 3,701,000 is included in the current portion of notes receivable on the
consolidated balance sheet at December 31, 2023 and December 31, 2022, respectively.

 Note

 On October 25, 2021,
APB entered into a loan agreement ("Note 3") with Borrower 3, a company registered in the state of Utah. Note 3 has an initial
aggregate principal balance up to $ 1,000,000, to be funded at the request of Borrower 3, with an option to increase the maximum principal
borrowing to $ 3,000,000. Note 3, which incurs interest at a rate of 8.0 % with principal and interest due at the maturity date of October
25, 2022. This note contains an optional conversion feature allowing APB to convert the outstanding principal to a 10% membership interest.
APB, as holder of Note 3, has the right to elect one member to the Board of Managers. This note is in default and the outstanding principal
and interest of approximately $ 884,000 was reserved for fully as of December 31, 2022.

 Note

 On May 14, 2021,
APB extended the credit ("Note 4") to an individual ("Borrower 4") in the form of two promissory notes for $ 250,000
and $ 10,000 respectively, bearing interest at 12.5 %, with a maturity date of May 15, 2023. This promissory note was secured by a deed
of trust on a tract of land, which is approximately 315 acres, and located in Coke County, Texas. The outstanding principal and interest
for both notes were paid in full during the third quarter of 2023. $ 252,000 and $ 9,000 are included in Note receivable at December 31,
2022.

 Note

 On October 27, 2021,
HWH World, Inc., a subsidiary of the Company entered a revolving loan commitment ("Note 5") with Borrower 5, a company registered
in Taiwan. The outstanding principal and interest at December 31, 2023 and December 31, 2022 is $ 0 and $ 63,000, respectively, and was
included in Notes receivable current portion. This note has been written-off during the third quarter 2023.

 Note

 On December 28, 2021,
APB entered into a promissory note ("Note 6") with Borrower 6, a company registered in the state of California. Note 6 has
a principal balance of $ 700,000. Note 6, which incurs interest at a rate of 12.0 % with principal and interest due at the maturity date
of December 28, 2022. On December 29, 2022, the maturity date of this note was extended to May 31, 2023. On November 27, 2023, the parties to Note 6 agreed to modify the payment terms of the note to be monthly payments
of $ 50,000 until the outstanding principal and interest are paid in full. The outstanding principal and
interest of $ 253,000 and $ 701,000 is included in the Current portion of notes receivable on the consolidated balance sheet at December
31, 2023 and December 31, 2022, respectively.

 Note

 On January 24, 2022,
APB and Borrower 7 entered into a promissory note ("Note 7") in the principal sum of $ 100,000 with interest of 6 %, due annually,
and maturing in January 2024. The outstanding principal and interest at December 31, 2023 and December 31, 2022 approximates $ 103,000
and $ 106,000, respectively, and is included in Notes receivable on the accompanying consolidate balance sheet.

 Note

 On March 2, 2022,
APB and Borrower 8, a corporation organized under the laws of the Republic of Korea entered into a promissory note ("Note 8").
Under the terms of Note 8, APB at its discretion, may lend up to the principal sum of $ 893,000 with an interest rate of 8 %, and matures
in March 2024, with interest payable quarterly. The outstanding principal and interest at December 31, 2023 is $ 446,000, net of $ 3,500
of unamortized origination fees. The outstanding principal and interest at December 31, 2022 is $ 874,000 net of $ 25,000 of unamortized
origination fees. APB and Borrower 8 are currently negotiating an extension of the maturity date of this note.

 Note

 On May 9, 2022,
DSS PureAir and Borrower 9 entered into a promissory note ("Note 9") in the principal sum of $ 210,000
with interest of 10 %,
is due in three quarterly installments beginning on August 9, 2022, with the first two payment consisting of interest only. All
unpaid principal and interest are due on February
9, 2023. This loan is currently in default and terms are currently being re-negotiated. The outstanding principal and
interest at December 31, 2023 approximates $ 224,000
of which $ 112,000 has been reserved for and is included in current portions of notes receivable on the accompanying consolidate
balance sheet. The outstanding principal and interest at December 31, 2022 approximates $ 213,000
and is included in current portions of notes receivable on the accompanying consolidate balance sheet.

 Note
10, related party

 On August 29,
2022, DSS Financial Management Inc and Borrower 10, a related party, entered into a promissory note ("Note 10") in the principal sum of
$ 100,000
with interest of 8 %,
is due in three quarterly installments beginning on September 14, 2022. All unpaid principal and interest is due on August
29, 2025. The outstanding principal and interest at December 31, 2023 and December 31, 2022 approximates $ 100,000,
and $ 100,000,
respectively, and is included in Notes receivable on the accompanying consolidate balance sheet, of which $ 76,000
is included in the Current portion of notes receivable and $ 24,000
is included in the long-term portion of notes receivable at December 31, 2023. DSS owns 24.9 % of the outstanding common shares of Borrower 10.

 Note
11, related party

 On July 26, 2022,
APB and Borrower 11 entered into a promissory note ("Note 11") in the principal sum of $ 1,000,000 with interest of 8 %. All
unpaid principal and interest due on July 26, 2024. The outstanding principal and interest on December 31, 2023, approximates $ 939,000,
net of $ 20,000 of unamortized origination fees and is included in notes receivable on the accompanying consolidate balance sheet. The
outstanding principal and interest at December 31, 2022 approximates $ 924,000, net of $ 66,000 of unamortized origination fees and is
included in Notes receivable on the accompanying consolidate balance sheet. Heng Fai Ambrose Chan, the Chairman of DSS, Inc is also the on the board
of directors of Borrower 11.

 Note
12, related party

 On June 15,
2022, DSS and Borrower 12, entered into a convertible promissory note ("Note 12") in the principal sum of $ 27,000,000
with interest of 8 %,
with an optional conversion into shares of Borrower 12 at a conversion price of $ 0.03,
maturing on June
14, 2024, with interest due quarterly. In December 2022, this note was fully reserved for. On August 31, 2023, the full value
of the outstanding principal and interest of this note was exchanged for 26,000
shares of Series D Preferred Stock with a par value of $ 0.0001
per share. Beginning on September 1, 2028, these Series D Preferred Shares may be redeemed in the amount of $ 1,000
per share. Due to the lack of liquidity of these shares, the Company has placed no value on these shares. Heng Fai Ambrose Chan, the Chairman of DSS, Inc is also the Chairman of
Borrower 12.

 Note

 On February 19, 2021, Impact BioMedical,
Inc, entered into a promissory note with an individual. The Company loaned the principal sum of $ 206,000, with interest at a rate of
 6.5 %, and maturity date of August 19, 2022 later amended to February 19, 2024. Monthly payments are due on the twenty-first day of each
month and continuing each month thereafter until February 19, 2024. This note is secured by certain real property situated in Collier
County, Florida. The outstanding principal and interest as of December 31, 2023, approximately $ 203,000 and is classified in current
notes receivable on the accompanying consolidated balance sheets. The outstanding principal and interest as of December 31, 2022 is approximately
$ 206,000 with $ 16,000 classified in Current portion of notes receivable and $ 190,000 classified as Notes receivable on the accompanying
consolidated balance sheets. The due date of this loan is currently being re-negotiated.

 Note

 On May 8, 2023, DSS
Financial Management Inc and Borrower 14 entered into a promissory note ("Note 14") in the principal sum of $ 102,000 with
interest at the prime rate plus 2 % ( 10.5 % at December 31, 2023) with a maturity date of May 7, 2026. The outstanding principal and interest
at December 31, 2023 approximates $ 107,000 with approximately $ 53,000 of principal and accrued interest classified as Current portion
notes receivable, and the remaining balance of approximately $ 54,000 is recorded as notes receivable, on the accompanying consolidated
balance sheet.

 Note

 On June 27, 2023,
DSS and Borrower 15 entered into a convertible promissory note ("Note 15") in the principal sum of $ 1,400,000 with
a discount of $ 300,000 and interest rate of 10 % and maturity date of September 1, 2024. The outstanding principal, interest, and associated
discount was fully reserved for as of December 31, 2023.

 Note

 On March 31,2023,
DSS Biohealth Security, Inc and Borrower 16 entered into a promissory note ("Note 16") in the principal sum of $ 140,000 and
interest rate floating daily to Wall Street Journal Prime rate per annum ( 8.5 % at September 31, 2023) with the total outstanding principal
and interest due at the maturity date of March 31, 2025. The outstanding principal and interest at December 31, 2023 approximates $ 133,000.
Of the total financed, approximately $ 99,000 of principal and accrued interest is classified as Current portion of notes receivable and
the remaining balance of approximately $ 34,000 is recorded as Notes receivable on the accompanying consolidated balance sheet.

 Note

 On September 28,
2023, APB and Borrower 17 entered into a promissory note ("Note 17") in the principal sum of $ 400,000 with interest of 5 %.
All unpaid principal and interest due on November 12, 2023. As of December 31, 2023, this loan has been paid off in full.

 Note

 On August 11, 2022,
APB and Borrower 18 entered into a promissory note ("Note 18") in the principal sum of $ 1,430,000 with interest of 8 %. All
unpaid principal and interest due on August 12, 2024. The outstanding principal and interest on December 31, 2023, approximates $ 1,102,000,
net of $ 375,000 of unamortized origination fees and is included in Notes receivable on the accompanying consolidate balance sheet. The
outstanding principal, interest, and associated fees were fully reserved for as of December 31, 2023.

 5.
 Provision for Credit Losses

 Effective
January 1, 2022, the Company adopted amended accounting guidance " ASU
No.2016-13 – Credit Losses" for the measurement of credit losses on financial instruments and other financial
assets. That guidance requires an allowance for credit losses to be deducted from the amortized cost basis of financial assets to
present the net carrying value that is expected to be collected over the contractual term of the assets considering relevant
information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the
reported amount. The guidance replaced the previous incurred loss model for determining the allowance for credit losses.

 Accounts receivable are stated
at the amount owed by the customer. The Company maintains an allowance for credit losses for accounts receivable and unbilled receivables,
based on expected credit losses resulting from the inability of our customers to make required payments. The allowance for credit losses
is estimated based on historical experience, current economic conditions and the creditworthiness of customers. Receivables are charged
to the allowance when determined to be no longer collectible. The Company regularly monitors and assesses its risk of not collecting amounts
owed by customers and records its allowance for credit losses based on the results of this analysis.

2023, we have reviewed the entire loan portfolio as well as all financial assets of the Company for the purpose of evaluating the loan
portfolio and the loan balances, including a review of individual and collective portfolio loan quality, loan(s) performance, including
past due status and covenant defaults, assessment of the ability of the borrower to repay the loan on the loan terms, whether any loans
should be placed on nonaccrual or returned to accrual, any concentrations in any single borrower and/or industry that we might need to
further manage, and if any specific or general loan loss reserve should be established for the entire loan portfolio or for any specific
loan.

 We analyzed the loan
loss reserve from three basis: general loan portfolio reserves; industry portfolio reserves, and specific loan loss reserves. As of
year-ended December 31, 2023 and December 2022, the Company recorded a Loan loss reserve of approximately $ 4,933,000 and $ 1,041,000,
respectively.

 General
Loan Portfolio Reserve - Based upon a relatively young loan portfolio that are relatively new loans to generally credit
worthy borrowers, we do not believe that a substantial general loan portfolio reserve is due at this time. However, we do recognize
that some inherent risks are in all loan portfolios, thus we recorded a general contingent portfolio reserve of $ 194,000
for December 31, 2023 and $ 145,000 for December 31, 2022 or approximately of 1% of the loan portfolio loan balance.

 Industry
Portfolio Reserves – Given the relatively young loan portfolio and a diversification of the portfolio over several different
loan products, the risk is reduced. Accordingly, we have not recorded a discretionary reserve as of December 31, 2023 and December 31,
2022

 Specific
Loan Reserves - Previously, we had identified credit weaknesses and borrower repayment weakness in the Borrower 4 loan, which
has a current principal and interest balance of $ 884,000. As of December 31, 2023 and December 31, 2022 we have recorded a specific loan
loss reserve for the full balance due the Company. As of December 31, 2023, the Company identified credit weakness in borrower 2 and
has placed a reserve approximating $ 2,884,000 against the outstanding principal and interest. As of December 31, 2023, the Company identified
credit weakness in borrower 16 and placed a reserve of $ 1,046,000 against the outstanding principal and interest. The Company identified
credit weakness in Borrower 19 and has placed a reserve of $ 1,102,000 against the outstanding principal and interest.

 The following table identifies the loan
loss reserve for the period ending December 31,:

 Schedule of Loan Loss Reserve

 2023

 2022

 General Loan Portfolio Reserve

 $
 194,000

 $

 145,000

 Specific Loan Reserves

 $
 5,916,000

 $

 896,000

 Total

 $
 6,110,000

 $

 Changes
in the allowance for doubtful accounts and loan loss reserve were as follows:

 Schedule
of Allowance for Doubtful Accounts and Loan Loss Reserve

 Allowance for credit losses

 Loan loss reserve

 Total

 Balance at January 1, 2022

 $
 20,000

 $
 -

 $
 20,000

 Adoption of CECL

 -

 Bad debt expense

 9,000

 -

 9,000

 Write-offs

 -

 -

 -

 Recoveries

 -

 -

 -

 Balance at December 31, 2022

 29,000

 1,070,000

 Bad debt expense

 2,000

 5,069,000

 5,071,000

 Write-offs

 3,500,000

 -

 3,500,000

 Recoveries

 ( 1,037,000
)

 -

 ( 1,037,000
)

 Balance at December 31, 2023

 $
 2,494,000

 $
 6,110,000

 $
 8,604,000

 6.
 FINANCIAL INSTRUMENTS

 Financial Instruments

 Cash,
Cash Equivalents and Marketable Securities

 The following tables show the Company's
cash and marketable securities by significant investment category as of December 31:

 Schedule of Cash and Marketable Securities by Significant Investment Category

 2023

 Cost

 Unrealized Gain/Loss

 Fair Value

 Cash And Cash Equivalents

 Marketable Securities

 Cash

 $
 6,545,000

 $
 -

 $
 6,545,000

 $
 6,545,000

 $
 -

 Level 1

 Money Market Funds

 70,000

 -

 70,000

 70,000

 -

 Marketable Securities

 27,304,000

 ( 17,325,000
)

 9,979,000

 -

 9,979,000

 Total

 $
 33,919,000

 $
 ( 17,325,000
)

 $
 16,594,000

 $
 6,615,000

 $
 9,979,000

 2022

 Cost

 Unrealized
 Gain/(Loss)

 Fair
 Value

 Cash and
 Cash
 Equivalents

 Marketable

 Investment

 Cash

 $
 19,226,000

 $
 -

 $
 19,226,000

 $
 19,226,000

 $
 -

 $
 -

 Level 1

 Money Market Funds

 64,000

 -

 64,000

 64,000

 -

 -

 Marketable Securities

 45,283,000

 ( 17,976,000
)

 27,307,000

 -

 27,307,000

 -

 Level 2

 Warrants

 3,318,000

 -

 3,318,000

 -

 -

 3,318,000

 Convertible securities

 1,023,000

 -

 1,023,000

 -

 -

 1,023,000

 Total

 $
 68,914,000

 $
 ( 17,976,000
)

 $
 50,938,000

 $
 19,290,000

 $
 27,307,000

 $
 4,341,000

 The following tables shows the
Company's net unrealized (loss) gain recognized during the year on marketable securities still held as of December 31:

 Schedule
of Net Unrealized (Loss) Gain Recognized on marketable Securities

 2023

 2022

 Net gains (losses) recognized during the year on marketable securities

 $
 ( 5,521,000
)

 $
 ( 2,757,000
)

 Less: Net gains (losses) realized during the year on marketable securities sold during the period

 ( 1,973,000
)

 1,077,000

 Net unrealized gain (loss) recognized during the reporting year on marketable
 securities still held at the reporting date

 $
 ( 3,548,000
)

 $
 ( 3,834,000
)

 The Company typically
invests with the primary objective of minimizing the potential risk of principal loss. The Company's investment policy generally
requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were determined for
each individual security in the investment portfolio.

 7. Disposal
of assets

 Disposal
of Assets

 On July 1 st,
2023, The Company intended to sell its subsidiary, HWH World, Inc. to SHRG. The proposed transaction had the Company sell 1,000 shares
of common stock, representing all the issued and outstanding common stock shares of HWH World for the sum $ 706,000 representing
the gross proceeds of the sale of HWH inventory less cost of goods sold. The parties involved amended the terms of this agreement during
the third quarter of 2023 from that of equity transaction to the purchase of inventory and assumption of certain liabilities by SHRG.
The amended agreement identified the purchase price approximating $ 758,000 to be paid from amongst other things, the gross proceeds generated
by the sale of the inventory acquired. The value of the inventory sold approximates $ 698,000 and the value of the liabilities assumed
by SHRG as part of this transaction is approximately $ 59,000. Further, the agreement includes payment of 1% royalty, starting November
1, 2023, being defined as 1% of the gross sale price of all Seller's new products made and sold outside of existing inventory on
the schedule, for a period ending October 31, 2033. There is substantial doubt regarding SHRG's ability to sell and pay for the
inventory acquired, and therefore, the Company has determined not to record a receivable for the purchase price. A net loss approximating
$ 639,000 associated with this transaction has been recorded during the third quarter of 2023 and is included in Loss/Gain on sale of
assets on the consolidated statement of operations.

 On July 1 st,
2023, The Company sold 100 % of the equity in its subsidiary HWH Holdings, Inc, a Texas corporation ("HWHH") to SHRG for a purchase price
approximating $ 259,000. This amount is to be paid from gross proceeds generated by the sale of the inventory acquired as part of the
transaction. This transaction was later amended during the third quarter of 2023 to assign the purchase of HWHH from SHRG to Ascend Management
Pte., Ltd. ("Ascend"), a Singaporean limited company. There is substantial doubt regarding Ascend's ability to sell
and pay for the inventory acquired, and therefore, the Company has determined not to record a receivable for the purchase price. A net
loss approximating $ 617,000 associated with this transaction has been recorded during the third quarter of 2023 and is included in Loss/Gain
on sale of assets on the consolidated statement of operations.

 8.
 Investments

 Alset
International Limited, related party

 The Company owns
 127,179,291 shares or approximately 4 % of the outstanding shares of Alset International Limited ("Alset Intl"), a company
incorporated in Singapore and publicly listed on the Singapore Exchange Limited. This investment is classified as a marketable security
and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the investments
for a period of at least one year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and Chief Executive
Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of the Company. The
fair value of the marketable security as of December 31, 2023, and December 31, 2022, was approximately $ 3,269,000 and $ 3,319,000 respectively.
During the year ended December 31, 2023 and December 31, 2022, the Company recorded unrealized loss on this investment of approximately
$ 50,000 and unrealized loss of $ 1,590,000, respectively.

 West
Park Capital, Inc.

 On December 30,
2020, the Company signed a binding letter of intent with West Park Capital, Inc ("West Park") and Century TBD Holdings,
LLC ("TBD") where the parties agreed to prepare a note and stock exchange agreement whereby DSS will assign the TBD Note
to West Park and West Park shall issue to DSS a stock certificate reflecting 7.5 %
of the issued and outstanding shares of West Park. This note and stock exchange agreement was finalized during the first quarter
2022 and valued at approximately $ 500,000
and is included in Investments on the consolidated balance sheet on December 31, 2022 and as of December 31, 2023.

 BMI
Capital International LLC

 On September 10,
2020, the Company's wholly owned subsidiary DSS Securities, Inc. entered into membership interest purchase agreement with BMI Financial
Group, Inc. a Delaware corporation ("BMIF") and BMI Capital International LLC, a Texas limited liability company ("BMIC")
whereas DSS Securities, Inc. purchased 14.9 % membership interests in BMIC for $ 100,000. DSS Securities also had the option to purchase
an additional 10 % of the outstanding membership interest which it exercised for $ 100,000 in January of 2021 and increased its ownership
to 24.9 %. Upon achieving greater than 20 % ownership in BMIC during the quarter ended September 30, 2021, the Company is currently accounting
for this investment under the equity method of accounting per ASC 323. The Company's portion of net loss in BMIC during the year
ended December 31, 2023, approximated $ 34,000 and $ 20,000 for year ended December 31, 2022.

 BMIC is a broker-dealer
registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"),
and is a member of the Securities Investor Protection Corporation ("SIPC"). The Company's chairman of the board and
another independent board member of the Company also have ownership interest in BMIC.

 BioMed
Technologies Asia Pacific Holdings Limited

 On December 19,
2020, Impact BioMedical, a wholly owned subsidiary of the Company, entered into a subscription agreement (the "Subscription Agreement")
with BioMed Technologies Asia Pacific Holdings Limited ("BioMed"), a limited liability company incorporated in the British
Virgin Islands, pursuant to which the Company agreed to purchase 525 ordinary shares or 4.99 % of BioMed at a purchase price of approximately
$ 632,000. The Subscription Agreement provides, among other things, the Company has the right to appoint a new director to the board of
BioMed. With respect to an issuance of shares to a third party by BioMed, the Company will have the right of first refusal to purchase
such shares, as well as customary tag-along rights. In connection with the Subscription Agreement, Impact Biomedical entered into an
exclusive distribution agreement (the "Distribution Agreement") with BioMed, to directly market, advertise, promote, distribute,
and sell certain BioMed products, which focus on manufacturing natural probiotics, to resellers. This investment is valued at cost as
it does not have a readily determined fair value.

 Under the terms
of the Distribution Agreement, the Company will have exclusive rights to distribute the products within the United States, Canada, Singapore,
Malaysia, and South Korea and non-exclusive distribution rights in all other countries. In exchange, the Company agreed to certain obligations,
including mutual marketing obligations to promote sales of the products. This agreement is for ten years with a one year auto-renewal
feature.

 Vivacitas
Oncology, Inc.

 On March 15, 2021,
the Company, through one of its subsidiaries, entered into a Stock Purchase Agreement (the "Vivacitas Agreement #1") 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. This option will terminate upon one of the following
events: (i) Vivacitas' board of directors cancels this option because it is no longer in the best interest of the Company; (ii)
December 31, 2022; or (iii) the date on which Vivacitas receives more than $ 1.00 per share of the Company's common stock in a private
placement with gross proceeds of $ 500,000. Under the terms of the Vivacitas Agreement #1, 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 purchase from the Seller's its wholly owned subsidiary Impact Oncology PTE Ltd. ("IOPL") for a purchase price $ 2,480,000.
The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic
805. IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common
stock. The Sellers largest shareholder is Mr. Chan Heng Fai Ambrose, the Chairman of the Company's board of directors and its largest
shareholder.

 On April 1, 2021,
 the Company entered into an additional stock purchase agreement with Vivacitas ("Vivacitas Agreement #2"), whereas Vivacities
wished to employ the service of the Chief Business Officer of Impact Biomedical, and in return for the services of this individual, Vivacitas
shall issue to the Company, the aggregate purchase price for the Class A Common Shares of Vivacitas at the value of $ 1.00 per share shall
be $ 120,000 to be paid in twelve (12) equal monthly installments for the period between April 1, 2021 and March 31, 2022.

 On July 22, 2021,
the Company exercised 1,000,000 of the available options under the Vivacitas Agreement #1 for $ 1,000,000. This, along with the shares
received as part Vivacitas Agreement #2 increased the Company's equity position in Vivacitas to approximately 16 % as of December
31, 2022. As of December 31, 2021, the fair value of the Company's investment in Vivacitas is not readily available, and therefore
is recorded at cost in the amount of $ 4,035,000, As of December 31, 2022, the Company determined to impair 100 % of its investment in
Vivacitas, in the amount of $ 4,100,000.

 Stemtech
Corporation

 In September 2021,
the Company's former subsidiary SHRG, Stemtech Corporation ("Stemtech") and Globe Net Wireless Corp. ("GNTW")
entered into a Securities Purchase Agreement (the "SPA") pursuant to which SHRG invested $ 1.4 million in Stemtech in exchange
for: (a) a Convertible Promissory Note in the amount of $ 1.4 million in favor of the Company (the "Convertible Note") and
(b) a detachable Warrant to purchase shares GNTW common stock (the "GNTW Warrant"). Stemtech is a subsidiary of GNTW. As
an inducement to enter into the SPA, GNTW agreed to pay to the SHRG an origination fee of $ 500,000, payable in shares of GNTW's
common stock. The Convertible Note matures on September 9, 2024, bears interest at the annual rate of 10 %, and is convertible, at the
option of the holder, into shares of GNTW's common stock at a conversion rate calculated based on the closing price per share of
GNTW's common stock during the 30-dayperiod ended September 19, 2021. The GNTW Warrant expires on September 13, 2024 and conveys
the right to purchase up to 1.4 million shares of GNTW's common stock at a purchase price calculated based on the closing price
per share of GTNW's common stock during the 10-day period ended September 13, 2021. In September 2021, GNTW issued to the Company
 154,173 shares of its common stock, or less than 1% of the shares of GNTW then issued and outstanding, in payment of the origination
fee. In November 2021, Globe Net Wireless Corp. changed its corporate name to Stemtech Corporation. In connection therewith, the investee's
common stock is now traded under the symbol "STEK". The SHRG carries its investment in the Convertible Note, the GNTW Warrant
and the shares of GNTW common stock at fair value in accordance with GAAP. As of December 31, 2023 and December 31, 2022 the investment
in the GNTW Warrant and Convertible Note, were valued at $ 0, and $ 44,000 and $ 0 and $ 39,000, respectively.

 In September 2021,
SHRG entered into a Membership Unit Purchase Agreement pursuant to which the SHRG acquired a 30.75 %
equity interest in MojiLife, LLC, a limited liability company organized in the State of Utah, in exchange for $ 1,537,000.
MojiLife is an emerging growth distributor of technology-based consumer products for the home and car. MojiLife's products include
esthetically attractive, cordless scent diffusers for the home or for the car, as well as proprietary home cleaning products and accessories.
On a quarterly basis, SHRG evaluates the recoverability of its investments and reviews current economic trends to determine the adequacy
of its allowance for impairment losses based on each investee financial performance data and other relevant information. An estimate
for impairment losses is recognized when recovery in full of SHRG's investment is no longer probable. Investment balances are written
off against the allowance after the potential for recovery is considered remote. In March of 2022, SHRG impaired the MojiLife investment
as the evaluation at such time determined the investment was not fully recoverable and 100 %
valuation was reserved.

 9.
 PROPERTY PLANT AND EQUIPMENT AND INVESTMENT IN REAL ESTATE, NET

 Property Plant and Equipment and Investment in Real Estate, Net

 Property, plant and
equipment consisted of the following as of December 31, 2023:

 Schedule of Property, Plant and Equipment

 Estimated

 Useful Life

 2023

 2022

 Machinery and equipment

 5 - 10 years

 $
 9,974,000

 $
 9,170,000

 Building and improvements

 39 years

 5,103,000

 Land

 -

 1,817,000

 Furniture and fixtures

 7 years

 432,000

 501,000

 Software and websites

 3 years

 273,000

 320,000

 Construction in progress

 365,000

 667,000

 Total Cost

 11,338,000

 17,578,000

 Less accumulated depreciation

 4,921,000

 4,187,000

 Property, plant and equipment, net

 $
 6,417,000

 $
 13,391,000

 Depreciation expense
for the years ended December 31, 2023 and 2022 was $ 802,000 and $ 1,569,000 respectively.

 Real Estate consisted
of the following at December 31:

 Schedule of Investment in Real Estate

 Estimated

 Useful Life

 2023

 2022

 Building and improvements

 1 - 30 years

 $
 5,273,000

 $
 42,665,000

 Land

 1,600,000

 14,861,000

 Total Cost

 6,873,000

 57,526,000

 Less: accumulated depreciation

 594,000

 2,497,000

 Investment in real estate

 $
 6,279,000

 $
 55,029,000

 Depreciation expense
for the years ended December 31, 2023 and 2022 was $ 2,085,000 and $ 2,077,000 respectively.

 10.
 INTANGIBLE ASSETS

 Intangible Assets

 On
August 25, 2022, DSS PureAir, a subsidiary of the Company finalized an asset purchase agreement with Celios Corporation ("Celios")
to acquire inventory, patents, and other intangible assets associated with that inventory, and other intangible assets from Celios for
$ 900,000. The related intangible assets were valued at $ 409,000 with an estimated remaining useful life between 3 and 20 years.

 Intangible assets are comprised of the
following as of December 31:

 Schedule of Intangible Assets

 2023

 2022

 Useful Life

 Gross Carrying Amount

 Accumulated Amortization

 Net
 Carrying Amount

 Gross
 Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Developed technology assets

 20 years

 $
 22,260,000

 $
 3,340,000

 -

 18,920,000

 $
 22,260,000

 $
 2,226,000

 $
 20,034,000

 Acquired intangibles customer lists, licenses, non-compete agreements, branding, product formulas,
 tenant improvements, in-place, favorable and unfavorable leases

 1 - 11 years

 19,245,000

 10,613,000

 7,418,000

 1,214,000

 20,023,000

 9,397,000

 10,626,000

 Acquired intangibles patents and patent rights

 500,000

 500,000

 -

 -

 500,000

 500,000

 -

 Patent application costs

 Varied (1)

 1,052,000

 993,000

 -

 59,000

 1,052,000

 972,000

 80,000

 $
 43,057,000

 $
 15,446,000

 $

 7,418,000

 $
 20,193,000

 $
 43,835,000

 $
 13,095,000

 $
 30,740,000

 (1)

 Patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As
of December 31, 2023, the weighted average remaining useful life of these assets in service was approximately 1.7 years.

 Amounts
amortized for the year ended December 31, 2023 and 2022 was approximately $ 2,319,000 and $ 9,279,000,
respectively.

 Expected amortization for each of the
five succeeding fiscal years is as follows:

 Schedule of Estimated Future Amortization of Intangible Assets

 Year

 2024

 3,012,000

 2025

 3,009,000

 2026

 2,869,000

 2027

 2,869,000

 2028

 2,860,000

 Thereafter

 5,574,000

 11.
 ACCRUED EXPENSES AND DEFERRED REVENUE

 Accrued Expenses and Deferred Revenue

 Accrued expenses and deferred revenue
consist of the following for the year ended December 31:

 Summary of Accrued Expenses and Deferred Revenue

 2023

 2022

 Customer deposits

 $
 222,000

 $
 188,000

 Deferred revenue

 -

 519,000

 Accrued wages

 812,000

 4,014,000

 Settlement liability

 -

 8,974,000

 Uncertain tax positions

 -

 926,000

 Accrued expenses

 1,468,000

 4,536,000

 Income tax payable

 -

 172,000

 Sales tax payable

 10,000

 12,000

 Accrued expenses and
 deferred revenue

 $
 2,512,000

 $
 19,341,000

 12.
 SHORT TERM AND LONG-TERM DEBT

 Short Term and Long-Term Debt

 Promissory
Notes - On March 2, 2020, AMRE entered into a $ 200,000
 unsecured promissory note with LVAMPTE, a related party. The Note calls for interest to be paid annually on March 2 with interest
fixed at 8.0 %.
As further incentive to enter into this Note, AMRE granted LVAMPTE warrants to purchase shares of common stock of AMRE (the "Warrants").
The amount of the warrants granted is the equivalent of the Note Principal divided by the Exercise Price. The Warrants are exercisable
for four years and are exercisable at $ 5.00
 per share (the "Exercise" Price). In March 2022, this debt was converted into equity in AMRE, and LVAMPTE exercised
the warrants for $ 200,000
 (see the consolidated statement of changes in stockholders' equity) The holder is a related party owned by the Chairman
of the Company's board of directors.

 On May 20, 2021,
Premier Packaging entered into master loan and security agreement ("BOA Note") with Bank of America, N.A. ("BOA")
to secure financing approximating $ 3,710,000 to purchase a new Heidelberg XL 106-7+L printing press. The aggregate principal balance
outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing. As of December 31, 2023, and December
31, 2022, the outstanding principal on the BOA Note was $ 2,932,000 and $ 3,406,000, respectively and had an interest rate of 4.63 %. As
of December 31, 2023, $ 491,000 was included in the current portion of long-term debt, net, and the remaining balance of approximately
$ 2,442,000 recorded as long-term debt, The BOA Note contains certain covenants that are analyzed annually. As of December 31, 2023, Premier
is in compliance with these covenants.

 On August 1, 2021,
AMRE Shelton, LLC., ("AMRE Shelton") a subsidiary of AMRE, entered into a loan agreement ("Shelton Agreement")
with Patriot Bank, N.A. ("Patriot Bank") in an amount up to $ 6,155,000, with the amount financed approximating $ 5,105,000.
The Shelton Agreement contains monthly payments of principal and an initial interest of 4.25 %. The interest will be adjusted commencing
on July 1, 2026 and continuing for the next succeeding 5-year period shall be determined one month prior to the change date and shall
be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing advance
rate, but in no event less than 4.25% for the term of 120 months with a balloon payment approximating $ 2,829,000 due at term end. The
affective interest rate at December 31, 2022 was 4.25 %. The funds borrowed were used to purchase a 40,000 square foot, 2.0 story, Class
A+ multi-tenant medical office building located on a 13.62-acre site. The purchase price has been allocated as $ 4,640,000, $ 1,600,000,
and $ 325,000 for the facility, land, and tenant improvements, respectively. Also included in the value of the property is $ 585,000 of
intangible assets with an estimated useful life of approximating 3 years. The net book value of these assets as of December 31, 2023
approximated $ 6,729,000. Of the total financed, approximately $ 206,000 of principal and accrued interest is classified as current portion
of long-term debt, net, and the remaining balance of approximately $ 4,402,000 recorded as long-term debt, net of $ 50,000 in deferred
financing costs.

 On October 13, 2021,
LVAM entered into loan agreement with BMIC ("BMIC Loan"), a related party, whereas LVAM borrowed the principal amount of
$ 3,000,000, with interest to be charged at a variable rate to be adjusted at the maturity date. The BMIC Loan matures on October 12,
2022, and contains an auto renewal period of three months. As of December 31, 2023 and December 31, 2022, $ 547,000 and $ 3,000,000, respectively,
are included in Current portion of long-term debt, net on the consolidated balance sheet.

 On October 13, 2021,
LVAM entered into a loan agreement with Lee Wilson Tsz Kin ("Wilson Loan"), a related party, whereas LVAM borrowed the principal
amount of $ 3,000,000, with interest to be charged at a variable rate to be calculated at the maturity date. The Wilson Loan matures on
 October 12, 2022, and contains an auto renewal period of nine months. This loan was funded during March 2022. As of December 31, 2023
$ 2,131,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet. As of December 31, 2022 $ 3,008,000
is included in the Current portion of long-term debt, net on the consolidated balance sheet.

 On November 2,
2021, AMRE LifeCare entered into a loan agreement ("LifeCare Agreement") with Pinnacle Bank, ("Pinnacle
Bank") in the amount of $ 40,300,000.
The LifeCare Agreement supported the acquisition of three medical facilities located in Fort Worth, Texas, Plano, Texas, and
Pittsburgh, Pennsylvania for a purchase price of $ 62,000,000.
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 included in the value of the property is $ 15,901,000
of intangible assets with estimated useful lives ranging from 1
to 11
years. The net book value of the assets acquired as of December 31, 2022 is approximately $ 52,407,000. The
LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five (25)
year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest
rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28 %,
with the first such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each
succeeding month thereafter until the maturity date, at which time any outstanding principal and interest is due in full. The
affective interest rate at December 31, 2022 was 8.46 %.
The maturity date of November
2, 2023, may be extended to November
2, 2024. As of December 31, 2022, the outstanding principal and interest of the LifeCare agreement approximates $ 40,193,000,
net of deferred financing costs of $ 270,000.
As of December 31, 2023, the outstanding principal and interested approximates $ 41,331,000.
Interest expense for the year-ended December 31, 2023 and 2022 approximated $ 3,773,000
and $ 2,418,000,
respectively. This note is in default and demand was made for final payment to be made
by December 22, 2023. This amount is past due.

 In November 2021, AMRE entered into
a convertible promissory note ("Alset Note") with Alset International Limited ("Alset International"), a
related party, for the principal amount of $ 8,350,000.
The Alset Note accrues interest at 8 %
per annum and matures
in December 2023, with interest due quarterly and the principal due at maturity. Principal and interest of approximately
$ 8,805,000
is included in long-term debt, net on the accompanying consolidated balance sheet on December 31, 2022. 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 to purchase the Convertible Promissory Note issued by American Medical REIT, Inc.
with a principal amount of $ 8,350,000
and accrued unpaid interest of $ 119,000
through December 31, 2022. This transaction was finalized in July 2022 and is eliminated upon consolidation into DSS. Interest
expense for this note totaled $ 677,000
for year ended December 31, 2023 and $ 346,000
for year ended December 31, 2022.

 On
March 17, 2022, AMRE Winter Haven, LLC ("AMRE Winter Haven") and Pinnacle Bank ("Pinnacle") entered into a
term loan ("Pinnacle Loan") whereas Pinnacle lent to AMRE Winter Haven the principal sum of $ 2,990,000,
maturing on March
7, 2024 to acquire a medical facility located in Winter Haven, Florida for a purchase price of $ 4,500,000.
The assets acquired are classified as investments, real estate on the consolidated balance sheet. The purchase price has been
allocated as $ 3,200,000,
$ 1,000,000,
and $ 222,000
for the facility, land and site and tenant improvements, respectively. Also included in the value of the property is $ 29,000
of intangible assets with an estimated useful life of approximately 5
years. The net book value of the assets acquired as of December 31, 2022 is approximately $ 4,450,000.
Payments are to be made in equal, consecutive installments based on a 25 -year
amortization period with interest at 4.28 %.
The first installment is due January 1, 2023. The Pinnacle Loan contains certain covenants that are to be tested annually. This AMRE
note is currently due. The outstanding principal and interest, net of debt issuance costs of $ 17,000,
approximates $ 2,977,000
and is included in long-term debt, net on the accompanying consolidated balance sheet at December 31, 2023. The outstanding
principal and interest, net of debt issuance costs of $ 60,000,
approximates $ 2,952,000
and is included in long-term debt, net on the accompanying consolidated balance sheet at December 31, 2022. Interest expense equaled
$ 25,000
for year ended December 31, 2023 and $ 153,000
for year ended December 31, 2022.

 On
March 30, 2023, Premier Packaging, a subsidiary of the Company entered into a loan and security agreement with Union Bank & Trust
Company for the principal amount of $ 790,000 and shall accrued interest at the rate of 7.44 %. Principal and interest shall be repaid
in the approximate amount of $ 14,000 through March 2029. This loan is collateralized by a Bobst Model Novacut and is guaranteed by DSS,
Inc. As of December 31, 2023, the outstanding principal and interest approximates $ 719,000 of which $ 112,000 was included in the current
portion of long-term debt, net, and the remaining balance of approximately $ 607,000 recorded as long-term debt.

 A
summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to December 31, 2023 are
as follows:

 Schedule of Notes Payable and Long-term Debt

 Year

 2024

 $
 47,776,000

 2025

 859,000

 2026

 901,000

 2027

 947,000

 2028

 1,200,000

 Thereafter

 3,544,000

 Total

 55,227,000

 13.
 Lease Liability

 The
Company has operating leases predominantly for operating facilities. As of December 31, 2023, the remaining lease terms on our operating
leases range from less than one to twelve years. Renewal options to extend our leases have not been exercised due to uncertainty. Termination
options are not reasonably certain of exercise by the Company. There is no transfer of title or option to purchase the leased assets
upon expiration. There are no residual value guarantees or material restrictive covenants. There are no significant finance leases as
of December 31, 2023.

 Future
minimum lease payments as of December 31, 2023, are as follows:

 Maturity
of Lease Liability:

 Schedule
of Future Minimum Lease Payments

 Totals

 2024

 956,000

 2025

 861,000

 2026

 839,000

 2027

 808,000

 2028

 824,000

 After

 4,913,000

 Total lease payments

 9,201,000

 Less: Imputed Interest

 ( 1,598,000
)

 Present value of remaining lease payments

 $
 7,603,000

 Current

 $
 686,000

 Noncurrent

 $
 6,917,000

 Weighted-average remaining lease term (years)

 14.3

 Weighted-average discount rate

 4.1
 %

 In
March of 2022, Premier Packaging began leasing its relocated manufacturing facilities to West Henrietta, New York. This lease
contains an escalating payment clause, ranging from $ 61,000
per month to $ 78,000
per month, over the twelve-year term of the lease. Total lease expense during the years ended December 31, 2023 and 2022
approximated $ 790,000
and $ 975,000,
respectively.

 14.
 STOCKHOLDERS' EQUITY

 Stockholders' Equity

 Equity transactions –

 On
February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the "Amendment") with its shareholder Alset
EHome International Inc. ("AEI"), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase
Agreement dated January 25, 2022 (the "SPA"). Pursuant to the SPA, AEI had agreed to purchase up to 44,619,423 shares of
the Company's common stock for a purchase price of $ 0.3810 per share, for an aggregate purchase price of $ 17,000,000. Pursuant
to the Amendment, the number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877 shares
for an aggregate purchase price of $ 1,519,000. This transaction was completed on March 9, 2022. In addition, the Company's Executive
Chairman and a significant stockholder, Heng Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

 On
March 10, 2022, the Company issued 894,084 shares of common stock to Mr. Heng Fai Ambrose Chan pursuant to his employment agreement.
These shares were issued in consideration of $ 340,000 due under this employment agreement.

 On
May 5, 2022, the Company issued 63,205 shares of common stock to Mr. Frank Heuszel, CEO of DSS, pursuant to his employment agreement.
These shares were issued in consideration of $ 29,000 due under this employment agreement.

 On
May 25, 2022, the Company issued 15,389,995 shares of common stock to Mr. Heng Fai Ambrose Chan pursuant to his employment agreement.
These shares were issued in consideration of $ 5,848,000 due under this employment agreement.

 On
May 17, 2022, the shareholders of the Company approved the issuance of up to 21,366,177 Shares of our Common Stock to 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 $ 367,000 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
value on the agreed upon date of February 18, 2022 which was approximately $ 0.41 per share. 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.

 On April 10, 2023, the Company
issued 62,354 shares of common stock to Mr. Frank Heuszel, CEO of DSS, pursuant to his employment agreement. These shares were issued
to settle a previously recorded liability of approximately $ 268,000.

 On
January 4, 2024 the Company effected a reverse stock split of 1
for 20. As of December 31, 2023 and December 31, 2022, there were 140,264,240
and 139,017,000
shares of our Common Stock issued and outstanding, respectively, which was converted to 7,066,772
and 6,950,858
shares, respectively.

 Stock-Based
Compensation – The Company records stock-based payment expense related to options and warrants based on the grant date
fair value in accordance with FASB ASC 718. 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. During the year ended
December 31, 2022, the Company's stock compensation approximated $ 4,000. During the year ended December 31, 2023 there were none.

 Stock
Warrants – The Company did not issue any warrants in 2023 or 2022, nor did it have any outstanding warrants as of December 31,
2023 and 2022.

 Equity
Incentive Plan – On December 9, 2019, the Company's shareholders adopted the 2020 Employee, Director and Consultant
Equity Incentive Plan (the "2020 Plan"). The 2020 Plan provides for the issuance of an initial 241,204 shares of common stock
authorized to be issued for grants of options, restricted stock and other forms of equity to employees, directors and consultants. In
addition, on the first day of each calendar year, for a period of not more than ten (10) years, commencing January 1, 2021, or the first
business day of the calendar year if the first day of the calendar year falls on a Saturday or Sunday, the shares available under this
plan will automatically increase in an amount equal to the lesser of (i) five percent (5%) of the total number of shares of Common Stock
outstanding as of December 31 of the preceding fiscal year or (ii) such number of shares of Common Stock as determined by the Board of
Directors. Under the terms of the 2020 Plan, options granted thereunder may be designated as options which qualify for incentive stock
option treatment ("ISOs") under Section 422A of the Internal Revenue Code, or options which do not qualify ("NQSOs").
As of December 31, 2023, there are 460,846 shares available under this plan.

 Stock
Options – On June 20, 2013, the Company's shareholders adopted the 2013 Employee, Director and Consultant Equity
Incentive Plan (the "2013 Plan"). The 2013 Plan provides for the issuance of up to a total of 50,000
shares of common stock authorized to be issued for grants of options, restricted stock and other forms of equity to employees,
directors and consultants. Under the terms of the 2013 Plan, options granted thereunder may be designated as options which qualify
for incentive stock option treatment ("ISOs") under Section 422A of the Internal Revenue Code, or options which do not
qualify ("NQSOs"). During the year ended December 31, 2023, 5,333 options were forfeited. As of December 31, 2023, no
shares remained available under this plan.

 Impact BioMedical, Inc. Equity Transactions
–

 On August 8, 2023 DSS BioHealth
Securities, Inc. ("DSS BioHealth"), a wholly-owned subsidiary of the Company, and the sole shareholder of Impact BioMedical
Inc., distributed to the shareholders of DSS on record as of July 10, 2023 4 shares of Impact Bio's stock for 1 share they owned
of DSS stock. Each share of Impact BioMedical distributed as part of the distribution will not be eligible for resale until 180 days from
the date Impact BioMedical's initial public offering becomes effective under the Securities Act, subject to the discretion of the
Company to lift the restriction sooner.

 On October 31,
2023, Impact BioMedical effected a reverse
stock split of 1 for 55. As of December 31, 2023 and December 31, 2022, there were 3,877,282,251 shares of our Common Stock
issued and outstanding which was converted to 70,496,041 shares. Also on October 31, 2023, DSS BioHealth Securities, Inc., the
Company's largest shareholder converted 60,496,041 shares of Common Stock into 60,496,041 shares of Series A Convertible
Preferred Shares, reducing its ownership of the Company's Common Stock from approximately 88 % to approximately 12 %. The
Preferred Shares are voting shares and convertible.

 15.
 INCOME TAXES

 Income Taxes

 The
Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the
financial reporting and tax basis of assets and liabilities. Deferred tax assets are reduced, if deemed necessary, by a valuation allowance
for the amount of tax benefits which are not expected to be realized.

 The
following is a summary of the components giving rise to the income tax provision (benefit) for the years ended December 31:

 The
provision (benefit) for income taxes consists of the following:

 Schedule
of Income Tax Provision

 2023

 2022

 Currently payable:

 Federal

 $
 -

 $
 15,000

 State

 4,000

 -

 Foreign

 -

 119,000

 Total currently payable

 4,000

 Deferred:

 Federal

 ( 5,392,000

)

 ( 14,839,000
)

 State

 ( 79,000

)

 ( 492,000
)

 Foreign

 ( 48,000

)

 ( 58,000
)

 Total deferred

 ( 5,519,000

)

 ( 15,390,000
)

 Less: increase in allowance

 5,519,000

 15,427,000

 Net deferred

 -

 38,000

 Total income tax loss (benefit)

 $
 4,000

 $
 172,000

 Individual
components of deferred tax assets and liabilities are as follows:

 Schedule of Deferred Tax Assets and Liabilities

 2023

 2022

 Deferred tax assets:

 Net operating loss carry forwards

 $

 21,496,000

 $
 24,975,000

 Net operating loss IRC 382 limited

 9,634,000

 9,634,000

 Unrealized loss on securities

 4,655,000

 5,753,000

 Equity issued for services

 190,000

 190,000

 Goodwill and other intangibles

 63,000

 34,000

 Investment in pass-through entity

 11,000

 11,000

 Deferred revenue

 176,000

 176,000

 Operating Lease Liability

 1,713,000

 1,935,000

 1,000

 24,000

 Other

 2,507,000

 696,000

 Gross deferred tax assets

 40,446,000

 33,794,000

 Deferred tax liabilities:

 Goodwill and other intangibles

 3,369,000

 2,822,000

 614,000

 ( 194,000
)

 Right -of-use asset

 1,625,000

 1,846,000

 Gross deferred tax liabilities

 5,608,000

 4,474,000

 Less: valuation allowance

 ( 34,838,000
)

 ( 29,357,000
)

 Net deferred tax liabilities

 $

 -

 $
 ( 38,000
)

 At
December 31, 2023 and 2022, the Company has approximately $ 138.9 million and $ 108.4 million in federal net operating loss carryforwards
("NOLs"), respectively, available to reduce future taxable income. Under the provisions of the Internal Revenue Code, the
net operating losses are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Certain
tax attributes are subject to an annual limitation as a result of certain cumulative changes in ownership interest of significant shareholders
which could constitute a change of ownership as defined under Internal Revenue Code Section 382. For the year ended December 31, 2021,
the Company has completed a full analysis of historical ownership changes and determined that a portion of the net operating losses have
a limitation on future deductibility. Approximately $ 43.8 million of net operating losses incurred prior to 2020 will be unable to offset
future taxable income and have been reserved via a valuation allowance to reduce the deferred tax asset to the expected realizable amount,
leaving $ 2.9 million available for use which expire at various dates through 2038 and the residual which never expire. This analysis
is currently being performed for tax year ending December 31, 2023. Additionally, at December 31, 2023 and 2022, the Company had approximately
$ 20.7 million and $ 43.6 of California and Illinois NOL carry-forwards, respectively, which expire through 2043. The NOL carry-forwards
may be limited in certain circumstances, including ownership change and have been fully reserved via a valuation allowance.

 The
valuation allowance for deferred tax assets increased approximately $ 5.5 million and $ 15.4 million for the years ended December 31, 2023
and December 31, 2022, respectively. The valuation allowance for deferred tax liability increased approximately $ 1.1 million in the year
ended December 31,2023 and decreased approximately $ 9.9 million for the year ended December 31, 2022.

 The
differences between the United States statutory federal income tax rate and the effective income tax rate in the accompanying consolidated
statements of operations are as follows:

 Schedule of Effective Income Tax Rate Reconciliation

 2023

 2022

 Statutory United States federal rate

 21.0

 %

 21.0
 %

 State income taxes net of federal benefit

 0.38

 %

 0.51
 %

 Permanent differences

 ( 6.68

)%

 0.03
 %

 Other

 ( 9.04

)%

 0.93
 %

 Foreign taxes

 -
 %

 ( 0.07
)%

 Change in valuation allowance

 ( 5.66

)%

 ( 22.66
)%

 Effective rate

 -

 %

 ( 0.25
)%

 The
Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended December
31, 2023 and 2022 the Company recognized no interest and penalties.

 The
Company files income tax returns in the U.S. federal jurisdiction and various states. The tax years 2020-2023 generally remain open to
examination by major taxing jurisdictions to which the Company is subject.

 16.
 DEFINED CONTRIBUTION PENSION PLAN

 Defined Contribution Pension Plan

 The
Company maintains a qualified employee savings plans (the "401(k) Plan") that qualifies as a deferred salary arrangement
under Section 401(k) of the Internal Revenue Code and which covers all eligible employees. Employees generally become eligible to participate
in the 401(k) Plan two months following the employee's hire date. Employees may contribute a percentage of their earnings, subject
to the limitations of the Internal Revenue Code. Commencing on January 1, 2018, the Company matched 100 % of the first 1% of employee
contributions, then 50 % of additional contributions up to an aggregate maximum match of 3.5 %. The total matching contributions for 2023
and 2022 were approximately $ 124,000 and $ 124,000, respectively.

 17.
 COMMITMENTS AND CONTINGENCIES

 Commitments and Contingencies

 License
Agreement – On March 19, 2022, Impact BioMedical entered into a License Agreement ("Equivir License") with
a third-party ("Licensee") where the Licensor is granted the right, amongst other things, to develop, commercialize, and
sell the Company's Equivir technology. In
exchange, the Licensee shall pay the Company a royalty of 5.5 %
of net sales. Under the terms of the Equivir Agreement, the Company shall reimburse the Licensee for 50 %
of the development costs provided that the development costs shall not exceed $ 1,250,000.
As of December 31, 2023 and December 31, 2022, $200,000 and $0, respectively, has been accrued for in relation to the Equivir License
as development of the Equivir technology.

 Employment
Agreements – As of December 31, 2023, the Company has no employment or severance agreements with members of its management
team.

 Legal
Proceedings – Maiden Biosciences Litigation

 On
February 15, 2021, Maiden Biosciences, Inc. ("Maiden") commenced an action against DSS, Inc. ("DSS"), Decentralized
Sharing Systems, Inc. ("Decentralized"), HWH World, Inc. ("HWH"), RBC Life International, Inc. (RBC International)
(together, the "DSS Defendants"), Frank D. Heuszel ("Heuszel"), RBC Life Sciences, Inc ("RBC"), Steven
E. Brown, Clinton Howard, and Andrew Howard (collectively, "Defendants"). The lawsuit is currently pending in the United
States District Court Northern District of Texas, Dallas Division, and is styled and numbered Maiden Biosciences, Inc. v. Document Security
Stems, Inc., et al., Case No. 3:21-cv-00327.

 This
lawsuit relates to two promissory notes executed by RBC in the 4 th quarter of 2019 in favor of Decentralized and HWH, totaling
approximately $1,000,000. Maiden, a 2020 default judgment creditor of RBC, in the principal amount of $4,329,000, now complains about
those notes, the funding of those notes, the subsequent default of those notes by RBC, and HWH and Decentralized's subsequent Article
9 foreclosure or deed-in-lieu debt conveyances. In the instant lawsuit, Maiden first asserted claims against Defendants for unjust enrichment,
fraudulent transfer under the Texas Uniform Fraudulent Transfer Act ("TUFTA"), and violation of the Racketeer Influenced
and Corrupt Organizations Act ("RICO"). Maiden also sought a judgment from the court declaring: "(1) Defendants lacked
a valid security interest in RBC and RBC Subsidiaries' assets and therefore lacked the authority to sell the assets during the
public foreclosure sale; (2) Defendant Heuszel's low bid at the public foreclosure sale was invalid and void; (3) the public foreclosure
sale was conducted in a commercially unreasonable manner; and (4) Defendants do not have the legal authority to transfer RBC and RBC's
Subsidiaries assets to Heuszel and HWH." Maiden sought to recover from Defendants: (1) treble damages or, alternatively, damages
in the amount of their underlying judgment plus the other creditors' claims or the value of the assets transferred, whichever is
less, plus punitive or exemplary damages; (2) pre- and post-judgment interest; and (3) attorneys' fees and cost.

 On
March 30, 2021, Defendants DSS, Decentralized, HWH, RBC International, and Heuszel filed a motion to dismiss seeking to dismiss Maiden's
unjust enrichment, exemplary damages, and RICO claims against DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel, as
well as Maiden's fraudulent transfer claims against DSS and RBC International. On August 9, 2021, the Court then entered an order
granting in part the motion to dismiss filed on behalf of DSS, Decentralized, HWH, RBC International, and Heuszel. Among other things,
the Court held that Maiden failed to plausibly plead certain causes of action, including (1) the civil RICO claim against DSS, Decentralized,
HWH, RBC International, and Heuszel, (2) the TUFTA claim against DSS, and (3) the unjust enrichment claim against DSS and RBC International.
Notably, the Court declined the request to dismiss the TUFTA claim against RBC International. On September 3, 2021, Maiden filed its
first amended complaint, asserting a single cause of action against the DSS Defendants, Heuszel, and RBC for an alleged TUFTA violation.

 Generally,
Maiden sought the same relief requested in its original complaint. Maiden, however, abandoned its request for treble damages. On September
17, 2021, the DSS Defendants filed a motion to dismiss the amended complaint seeking to dismiss Maiden's TUFTA claim to the extent
it seeks to avoid a transfer of assets owned by any of RBC's subsidiaries, including but not limited to RBC Life Sciences USA,
Inc. ("RBC USA"). Further, the motion to dismiss sought the dismissal of Maiden's TUFTA claim against Heuszel. On November
19, 2021, the Court granted the motion to dismiss in part, dismissing Maiden's claim against Heuszel and determined Maiden failed
to plead that it was a creditor of RBC USA or RBC's other subsidiaries. However, the Court permitted Maiden to replead once again.

 On
December 17, 2021, Maiden filed its second amended complaint which asserted a single TUFTA claim against only the DSS Defendants, RBC,
and RBC USA. During the discovery period, the Parties conducted written discovery, production of documents, and depositions of fact witnesses
and expert witnesses. The discovery period closed on August 9, 2022. The DSS Defendants have engaged Stout Risius Ross, LLC ("Stout")
to provide expert opinions regarding the value of the assets at issue.

 The
trial in this matter began on December 12, 2022. The Company vigorously defended its position that Maiden should recover nothing on its
TUFTA claim. The DSS Defendants' experts at Stout provided expert opinions regarding the value of the assets at issue and the deficiencies
with Maiden's designated expert's opinions. The jury returned a verdict in favor of Maiden, and the Court entered a judgment
on December 20, 2022. The DSS Defendants filed post-judgment motions seeking reversal of the judgment for several reasons, including
that: (1) the evidence does not support Maiden's claim against the Company; (2) recovery of exemplary damages under TUFTA is unsupported;
and (3) the evidence established that the DSS Defendants are entitled to judgment in their favor on their affirmative defenses. After
the DSS Defendants filed their post-judgment motions, the case was settled for $8.75 million, the Court's December 20, 2022 judgment
was vacated, and the case was dismissed with prejudice.

 In
addition to the foregoing, we may become subject to other legal proceedings that arise in the ordinary course of business and have not
been finally adjudicated. Adverse decisions in any of the foregoing may have a material adverse effect on our results of operations,
cash flows or our financial condition. The Company accrues for potential litigation losses when a loss is probable and estimable.

 Contingent
Litigation Payments – The Company retains the services of professional service providers, including law firms that
specialize in intellectual property licensing, enforcement and patent law. These service providers are often retained on an hourly,
monthly, project, contingent or a blended fee basis. In contingency fee arrangements, a portion of the legal fee is based on
predetermined milestones or the Company's actual collection of funds. The Company accrues contingent fees when it is probable
that the milestones will be achieved, and the fees can be reasonably estimated. As of December 31, 2023 and 2022 the Company had not
accrued any contingent legal fees pursuant to these arrangements.

 Contingent
Payments – The Company is party to certain agreements with funding partners who have rights to portions of
intellectual property monetization proceeds that the Company receives. As of December 31, 2023 and 2022, there are no contingent payments
due.

 18.
 SUPPLEMENTAL CASH FLOW INFORMATION

 Supplemental Cash Flow Information

 Supplemental
cash flow information for the years ended December 31:

 Schedule of Supplemental Cash Flow Information

 2023

 2022

 Cash paid for interest

 $
 4,812,000

 $
 3,270,000

 Non-cash investing and financing activities:

 Right of use asset

 $
 -

 $
 9,568,000

 Shares issued in lieu of bonus cash

 $
 268,000

 $
 6,221,000

 Purchase of notes receivable with company stock

 $
 -

 $
 8,717,000

 Purchase of marketable security with Company stock

 $
 -

 $
 7,169,000

 Third party Note receivable received in lieu of cash

 $
 1,100,000

 -

 19.
 SEGMENT INFORMATION

 Segment Information

 The
Company's nine businesses lines are organized, managed, and internally reported as five operating segments. One of these operating
segments, Product Packaging, is the Company's packaging and printing group. Product Packaging operates in the paper board folding
carton, smart packaging, and document security printing markets. It markets, manufactures, and sells mailers, photo sleeves, sophisticated
custom folding cartons, and complex 3-dimensional direct mail solutions. These products are designed to provide functionality and marketability
while also providing counterfeit protection. A second, Biotechnology, invests in, or acquires 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 developing open-air defense initiatives, which curb transmission of air-borne
infectious diseases, such as tuberculosis and influenza. Biotechnology is also targeting unmet, urgent medical needs. A third operating
segment, Securities and Investment Management ("Securities") was established to develop and/or acquire assets and investments
in the securities trading and/or funds management arena. Further, Securities, 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, stable coins and cryptocurrency via a digital asset 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,
STO 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). 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.
The fourth segment, Direct, provides services to assist companies in the emerging growth gig business model of peer-to-peer decentralized
sharing marketplaces. It 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 products include, among other things,
nutritional and personal care products sold throughout North America, Asia Pacific and Eastern Europe. The fifth business line, Commercial
Banking, 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.

 Our
segment structure presented below represents a change from the prior year for the inclusion of our Biotechnology, Securities, and Commercial
Lending segments and the removal of our Plastics segment, Digital Group and IP Technology Management segment as the Plastics segment
was discontinued in 2020, DSS Digital was sold and discontinued in May 2021 and activities surrounding our IP Technology Management segment
have significantly decreased. The amounts for these segments have been included in the Corporate reporting segment for the year ended
December 31, 2023 and 2022, as necessary, below for reconciliation purposes.

 Approximate
information concerning the Company's operations by reportable segment for the twelve months ended December 31, 2023 and 2022 is
as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently,
would report the results contained herein:

 Schedule of Operations by Reportable Segment

 Year Ended December 31, 2023

 Product Packaging

 Commercial Lending

 Direct
 Marketing

 Biotechnology

 Corporate

 Total

 $
 18,497,000

 $

 $

 $
 -

 $
 5,288,000

 $
 -

 $
 30,258,000

 Assets held for sale

 -

 -

 -

 -

 51,595,000

 -

 51,595,000

 761,000

 -

 157,000

 1,163,000

 3,047,000

 78,000

 5,206,000

 Cost of revenue

 15,282,000

 1,139,000

 2,075,000

 77,000

 8,003,000

 71,000

 26,647,000

 Interest expense

 185,000

 -

 ( 5,000
)

 -

 4,632,000

 -

 4,812,000

 Interest Income

 -

 -

 986,000

 155,000

 148,000

 -

 1,289,000

 Stock based compensation

 -

 -

 -

 -

 -

 -

 -

 Net income (loss) from continuing operations

 327,000

 ( 31,497,000
)

 ( 32,860,000
)

 ( 7,168,000
)

 ( 19,792,000
)

 ( 6,513,000
)

 ( 97,503,000
)

 Capital expenditures

 689,000

 -

 4,000

 17,000

 104,000

 4,000

 818,000

 Identifiable assets

 21,508,000

 12,285,000

 6,303,000

 49,305,000

 59,345,000

 4,446,000

 153,192,000

 Year Ended December 31,2022

 Packaging

 Commercial Lending

 Direct

 Biotechnology

 Corporate

 Total

 $
 17,973,000

 $
 764,000

 $

 $
 -

 $
 6,581,000

 $
 -

 $
 47,307,000

 715,000

 -

 413,000

 1,113,000

 9,093,000

 129,000

 11,463,000

 Cost of revenue

 16,960,000

 9,828,000

 -

 11,784,000

 634,000

 40,247,000

 Interest expense

 140,000

 -

 1,000

 -

 ( 15,000
)

 -

 126,000

 Stock based compensation

 1,000

 -

 -

 -

 -

 3,000

 4,000

 Net income (loss) from continuing operations

 ( 1,234,000
)

 ( 459,000
)

 ( 40,182,000
)

 ( 7,462,000
)

 ( 8,238,000
)

 ( 12,084,000
)

 ( 69,662,000
)

 Capital expenditures

 1,612,000

 -

 384,000

 276,000

 18,000

 4,000

 2,294,000

 Identifiable assets

 24,641,000

 48,240,000

 27,526,000

 53,069,000

 83,873,000

 11,566,000

 248,915,000

 International
revenue, which consists of sales to customers with operations in Canada, Western Europe, Latin America, Africa, the Middle East and Asia
comprised 7.0 % of total revenue for 2023 ( 11.0 % - 2022). Revenue is allocated to individual countries by customer based on where the
product is shipped. The Company had no long-lived assets in any country other than the United States for any period presented.

 The
following tables disaggregate our business segment revenues by major source:

 Printed
Products Revenue Information:

 Schedule of Disaggregation of Revenue

 Packaging Printing and Fabrication

 $
 18,036,000

 Commercial and Security Printing

 461,000

 Total Printed Products

 $
 18,497,000

 Packaging Printing and Fabrication

 $
 17,499,000

 Commercial and Security Printing

 474,000

 Total Printed Products

 $
 17,973,000

 Direct
Marketing

 Direct Marketing Internet Sales

 $

 Total Direct Marketing

 $

 Direct Marketing Internet Sales

 $

 Total Direct Marketing

 $

 Rental
Income

 Rental income

 $
 3,647,000

 Total Rental Income

 $
 3,647,000

 Rental income

 $
 6,287,000

 Total Rental Income

 $
 6,287,000

 Commission
Income

 Commission income

 $
 1,641,000

 Total commission income

 $
 1,641,000

 Commission income

 $

 Total commission income

 $

 Management
Fee Income

 Twelve
 months ended December 31, 2023

 Management
 fee income

 $

 -

 Total
 Management fee income

 $

 -

 Management fee income

 $

 Total Management fee income

 $

 Net
Investment Income

 Net investment income

 $

 Total Net Investment Income

 $

 Net investment income

 $
 630,000

 Total Net Investment Income

 $
 630,000

 20.
 Related Party Transactions

 The
Company owns 127,179,291 shares or approximately 4 % of the outstanding shares of Alset International Limited ("Alset Intl"),
a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited. This investment is classified as a marketable
security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the
investments for a period of at least one year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and
Chief Executive Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of
the Company. The fair value of the marketable security as of December 31, 2023, and December 31, 2022, was approximately $ 3,269,000 and
$ 3,319,000 respectively. During the year ended December 31, 2023 and December 31, 2022, the Company recorded unrealized loss on this
investment of approximately $ 50,000 and unrealized loss of $ 1,590,000, respectively.

 On
March 2, 2020, AMRE entered into a $ 200,000 unsecured promissory note with LVAMPTE, a related party. The Note calls for interest to be
paid annually on March 2 with interest fixed at 8.0 %. As further incentive to enter into this Note, AMRE granted LVAMPTE warrants to
purchase shares of common stock of AMRE (the "Warrants"). The amount of the warrants granted is the equivalent of the Note
Principal divided by the Exercise Price. The Warrants are exercisable for four years and are exercisable at $ 5.00 per share (the "Exercise"
Price). In March 2022, this debt was converted into equity in AMRE, and LVAMPTE exercised the warrants for $ 200,000 (see the consolidated
statement of changes in stockholders' equity) The holder is a related party owned by the Chairman of the Company's board
of directors.

 On
March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc. ("Seller"), a related party, to
purchase from the Seller's its wholly owned subsidiary Impact Oncology PTE Ltd. ("IOPL") for a purchase price $ 2,480,000.
The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic
805. IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common
stock. The Sellers largest shareholder is Mr. Heng Fai Ambrose Chan, the Chairman of the Company's board of directors and its largest
shareholder. At December 31, 2022 the full value of this investment was impaired.

 On
October 13, 2021, LVAM entered into loan agreement with BMIC ("BMIC Loan"), a related party, whereas LVAM borrowed the principal
amount of $ 3,000,000, with interest to be charged at a variable rate to be adjusted at the maturity date. The BMIC Loan matures on October
12, 2022, and contains an auto renewal period of three months. As of December 31, 2023 and December 31, 2022, $ 547,000 and $ 3,000,000,
respectively, are included in Current portion of long-term debt, net on the consolidated balance sheet.

 On
October 13, 2021, LVAM entered into a loan agreement with Lee Wilson Tsz Kin ("Wilson Loan"), a related party, whereas LVAM
borrowed the principal amount of $ 3,000,000, with interest to be charged at a variable rate to be calculated at the maturity date. The
Wilson Loan matures on October 12, 2022, and contains an auto renewal period of nine months. This loan was funded during March 2022.
As of December 31, 2023 $ 2,131,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet. As of
December 31, 2022 $ 3,008,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet.

 In
November 2021, AMRE entered into a convertible promissory note ("Alset Note") with Alset International Limited ("Alset
International"), a related party, for the principal amount of $ 8,350,000. The Alset Note accrues interest at 8 % per annum and matures
in December 2023, with interest due quarterly and the principal due at maturity. Principal and interest of approximately $ 8,805,000 is
included in long-term debt, net on the accompanying consolidated balance sheet on December 31, 2022. 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 to purchase the Convertible Promissory
Note issued by American Medical REIT, Inc. with a principal amount of $ 8,350,000 and accrued unpaid interest of $ 119,000 through December
31, 2022. This transaction was finalized in July 2022 and is eliminated upon consolidation into DSS. Interest expense for this note totaled
$ 677,000 for year ended December 31, 2023 and $ 346,000 for year ended December 31, 2022.

 On
February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the "Amendment") with its shareholder Alset
EHome International Inc. ("AEI"), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase
Agreement dated January 25, 2022 (the "SPA"). Pursuant to the SPA, AEI had agreed to purchase up to 44,619,423 shares of
the Company's common stock for a purchase price of $ 0.3810 per share, for an aggregate purchase price of $ 17,000,000. Pursuant
to the Amendment, the number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877 shares
for an aggregate purchase price of $ 1,519,000. This transaction was completed on March 9, 2022. In addition, the Company's Executive
Chairman and a significant stockholder, Heng Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

 On July 26, 2022, APB and Borrower 11 entered into a promissory note ("Note
11") in the principal sum of $ 1,000,000 with interest of 8 %. All unpaid principal and interest due on July 26, 2024. The outstanding
principal and interest on December 31, 2023, approximates $ 939,000, net of $ 20,000 of unamortized origination fees and is included in
notes receivable on the accompanying consolidate balance sheet. The outstanding principal and interest at December 31, 2022 approximates
$ 924,000, net of $ 66,000 of unamortized origination fees and is included in Notes receivable on the accompanying consolidate balance sheet.
Heng Fai Ambrose Chan, the Chairman of DSS, Inc is also the on the board of directors of Borrower 11.

 In
October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $ 50,000 (the "Note") to HWH
International, Inc. ("HWH" or the "Holder"), a related party. HWH is affiliated with Heng Fai Ambrose Chan, who
became a Director of the Company in April 2020. The Note is convertible into 333,333 shares of the Company's Common Stock. Concurrent
with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the
Company's Common Stock, at an exercise price of $ 0.15 per share. Under the terms of the Note and the detachable stock warrant,
the Holder is entitled to certain financing rights. If the Company enters into more favorable transactions with a third-party investor,
it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical. On August 9, 2022,
HWH and the Company executed an agreement to settle the Note and cancel the related stock warrant for $ 78,635.62, which amount represents
the principal plus accrued interest. The Company made the payment to HWH on August 9, 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 29, 2022, DSS Financial
Management Inc and Borrower 10, a related party, entered into a promissory note ("Note 10") in the principal sum of $ 100,000
with interest of 8 %, is due in three quarterly installments beginning on September 14, 2022. All unpaid principal and interest is due
on August 29, 2025. The outstanding principal and interest at December 31, 2023 and December 31, 2022 approximates $ 100,000, and $ 100,000,
respectively, and is included in Notes receivable on the accompanying consolidate balance sheet, of which $ 76,000 is included in the Current
portion of notes receivable and $ 24,000 is included in the long-term portion of notes receivable at December 31, 2023.

 21.
 SUBSEQUENT EVENTS

 Subsequent Events

 The Company has evaluated all
subsequent events and transactions through March 26, 2024, the date that the consolidated financial statements were available
to be issued and other then the reverse stock split identified in Note 14 and noted no subsequent events requiring financial statement recognition or disclosure.

 ITEM
9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 On
June 29, 2022, the Company's Board of Directors (the "Board") approved replacing Turner, Stone & Company, LLP (the
"Former Accountant") as our independent registered public accounting firm, with Grassi & Co. CPAs, P.C. (the "New
Accountant") as our independent registered public accounting firm, effective July 1, 2022. The engagement of the New Accountant
was recommended and approved by the Board.

 The
Former Accountant's audit report on our financial statements for the year ended December 31, 2021 contained no adverse opinion
or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. The audit report
of Turner, Stone & Company, LLP on our financial statements for the year ended December 31, 2021 contained no adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

 For
the year ended December 31, 2021 and the interim period ending June 30, 2022, there were no "disagreements" (as
such term is defined in Item 304 of Regulation S-K) with the Former Accountant or the Previous Accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of the Former Accountant or Previous Accountant, would have caused them to make reference thereto in their reports on the
financial statements for such periods.

 Prior
to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting
principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company's
financial statements; or (ii) any matter that was the subject of a "disagreement" or a "reportable event" (as
those terms are defined in Item 304 of Regulation S-K).

 ITEM
9A - CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 An
evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer
and Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) under the Securities Exchange Act of 1934 as of December 31, 2023. Based on their evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023, to ensure
that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is
recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
were resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal
control over financial reporting as of December 31, 2023. In making this assessment, management used the framework established in "Internal
Control—Integrated Framework" promulgated by the Committee of Sponsoring Organizations of the Treadway Commission in 2013,
commonly referred to as the "COSO" criteria. Based on our assessment, we concluded that, as of December 31, 2023, our internal
control over financial reporting was not effective based on those criteria.

 In
connection with management's assessment of our internal control over financial reporting described above, the following weaknesses
have been identified in the Company's internal control over financial reporting as of December 31, 2023:

 1.

 The
 Company did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation of duties
 over complex transactions.

 2.

 There
 was no systematic method of documenting that timely and complete monthly reconciliation and closing procedures take place.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.

 This
Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the
Securities and Exchange Commission that permit us to provide only management's report in this annual report.

 Remediation
of the Material Weaknesses

 Management
believes it has taken significant steps during 2022, and subsequently in 2023, to strengthen our overall internal controls and eliminate
the material weakness of those controls. During the 2024 fiscal year, the Company will document and test the remediations put in place.
Such remediation includes the following:

 The Company hired a Controller, Director of External Reporting, Senior Accountant and Cost Accountant in 2022. The
Company has re-assigned responsibilities of other staff members to assist in the Company's financial reporting as well as segregating
duties to serve as a check and balance on employees' integrity and to maintain the best control system possible.

 The Company has centralized its accounting functions across all divisions. The goal of this process is to support
the segregation of duties and to allow the Chief Financial Officer to focus on ensuring reporting packages, reconciliations, and other
financial reports are accurate and timely reported.

 A monthly operations and financial review is performed with key members of the management team, executive committee,
and accounting team which has enhanced the timeliness, formality and rigor of our financial statement preparation, review and reporting
process.

 The Director of External Reporting will complete the appropriate disclosure check list for the required filings.
The CFO will review the completion of this checklist in a timely manner for inclusion of all necessary disclosures.

 Routine account reconciliations for all key balance sheet accounts have been initiated. These account reconciliations
are reviewed timely by an independent person.

 Procedures
 have been enhanced and count sheets modified to ensure accuracy of physical inventory counts.

 The
Company is committed to maintaining a strong internal control environment and believes that these remediation efforts will represent
significant improvements in our controls. The Company has started to implement these steps, however, some of these steps will take time
to be fully integrated and confirmed to be effective and sustainable. Additional controls may also be required over time.

 Changes
in Internal Control over Financial Reporting

 While
changes in the Company's internal control over financial reporting occurred during the year ended December 31, 2023 as the Company
continued to implement the remediation steps described above, we have not been able to fully document and test these controls to ensure
their effectiveness over financial reporting during the year ended December 31, 2023, and thus cannot conclude that have materially
affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 ITEM
9B - OTHER INFORMATION

 Please
see the disclosure related to the winding down of our intellectual property monetization business included in ITEM 1 – BUSINESS,
Overview, Strategic Business Plan, Exiting Unprofitable Business Lines, which information is incorporated in this Item 9B by reference.

 DSS
intends to hold its 2023 Annual Meeting of Stockholders at the end of the third quarter of 2024.

 PART
III

 ITEM
10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our
executive officers and directors as of the date of this report are as follows:

 NAME

 POSITION

 Frank
 D. Heuszel

 Jason
 Grady

 Todd
 D. Macko

 Ambrose
 Chan Heng Fai

 Jos
 Escudero

 Wai
 Leung William Wu

 Tung
 Moe Chan

 Hiu
 Pan Joanne Wong

 Shui
 Yeung Frankie Wong

 Lim Sheng Hon Danny

 Chief
 Executive Officer, Director

 Chief
 Operating Officer

 Chief
 Financial Officer

 Director,
 Chairman

 Independent

 Lead
 Independent Director

 Independent

 Independent

 Biographical
and certain other information concerning the Company's officers and directors is set forth below. Except for Mr. Ambrose Chan Heng
Fai and his son Mr. Tung Moe Chan, there are no familial relationships among any of our directors. Except as indicated below, none of
our directors is a director of any other reporting companies. None of our directors has been affiliated with any company that has filed
for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our directors, or any associate of any
such director is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.
Each executive officer serves at the pleasure of the Board of Directors.

 Name

 Age

 Director/Officer
 Since

 Principal
 Occupation or

 Occupations
 and Directorships

 Frank
 D. Heuszel

 2018

 Frank D. Heuszel currently serves as the Chief Executive
Officer of DSS, Inc., a NYSE American publicly traded company. He manages the strategic direction, growth, day to day operations, and
governance of the New York based multinational company operating businesses in biohealth and bioscience, healthcare, securities trading
and management platforms, blockchain technology, direct marketing, real estate, alternative energy, brand protection technology and securitized
digital assets.

 Mr. Heuszel became DSS's Chief Executive Officer
and Interim Chief Financial Officer in April 2019, prior to 2019 Mr. Heuszel was retired. He has served as a member of DSS's board
of directors since July 2018 and served as chairman of the company's Audit Committee from July 2018 to April 2019.

 Heuszel has extensive expertise in a wide array of
strategic, business, turnaround, and regulatory matters across several industries as a result of his executive management, educational,
and operational experience. Prior to joining DSS, Mr. Heuszel had a very successful career in commercial banking. For over 35 years, Heuszel
served in many senior executive roles with major US and international banking organizations. As a banker, Mr. Heuszel has served as General
Counsel, Director of Special Assets, Credit Officer, Chief Financial Officer and Auditor. Mr. Heuszel currently serves as CEO of the Texas
bank holding company, American Pacific Bancorp. Mr. Heuszel also operates a successful law practice focuses on the regulation and operation
of banks, management of bank litigation, corporate restructures, and merger and acquisitions. In addition to being an attorney and executive
manager, Mr. Heuszel is also a Certified Public Accountant (retired), and a Certified Internal Auditor.

 Mr. Heuszel also serves as a director of a Texas community
bank, Herring Bank of Amarillo, Texas and Mr. Heuszel serves as Chairman of the Audit Committee. Mr. Heuszel was appointed to this position
in May 2022.

 Frank D. Heuszel was born in Branson, Missouri, graduated
from the University of Texas at Austin from the McCombs School of Business in 1979 and received his Doctorate of Jurisprudence with honors
from South Texas College of Law in 1990. Frank received his certification as a Certified Public Accountant and as a Certified Internal
Auditor in 1985.

 Mr. Heuszel is also a member of the Texas State Bar,
the Houston Bar Association, Association of Corporate Counsel, Texas Society of Certified Public Accountants, and the State Bar of Texas
Bankruptcy Section.

 Mr. Heuszel's years of experience with the Company and decades of experience in banking and law make him an
asset to the Board

 Jason
 Grady

 2018

 Mr.
Jason Grady has held the position of Chief Operating Officer at the Company since August 2019. Concurrently, since July 2018, Mr. Grady
has served as President of Premier Packaging Corporation, a folding carton and consumer packaging manufacturer and wholly-owned subsidiary
of the Company. Previously, from April 2010 to July 2018, Mr. Grady served as the Company's Vice President of Sales & Business
Development. In his capacity as COO, Mr. Grady oversees the operational management of multiple divisions, provides guidance for the company's
newly-formed subsidiaries, and conducts research and development into emerging market opportunities across various business operations.
His responsibilities encompass strategic leadership, driving key initiatives such as operations optimization, sales organization re-engineering,
new business development, international sales, sales management, and corporate marketing. He has directed the overall management of multi-divisional
operations and sales, including bio-health, nutraceuticals, wealth management, commercial lending, anti-counterfeit and authentication
solutions, enterprise security software technologies, and document security printing. Prior to his tenure at DSS, Mr. Grady held positions
as Vice President of Marketing at Parlec Corporation, Director of Business Development at Berlin Packaging Corporation, and served as
a sales and marketing executive at OutStart, Inc., an enterprise e-learning software company. Mr. Grady earned an undergraduate degree
in Marketing and Communications and a Master's Degree in Business Administration from the Rochester Institute of Technology.

 Todd
 D. Macko

 2020

 Mr.
 Todd D. Macko was promoted to Chief Financial Officer on August 16, 2021. Mr. Macko previously served as the Interim Chief Financial
 Officer and Vice President of Finance of DSS. As the Interim Chief Financial Officer and Vice President of Finance, Mr. Macko's
 responsibilities included assisting DSS's Chief Executive Officer in all aspects of financial and regulatory reporting. In
 addition, his responsibilities included the day-to-day management of the Company's Accounting and Finance team and the financial
 leadership in the directing and improving of the accounting, reporting, audit, and tax activities. Prior to his role as Vice President
 of Finance for the Company, Mr. Macko joined the wholly owned subsidiary of DSS, Premier Packaging Corporation in January 2019, as
 its Vice President of Finance. Mr. Macko is a Certified Public Accountant with over 25 years of public and corporate financial management,
 business leadership and corporate strategy. Mr. Macko brings a wealth of experience with strengths in financial planning and analysis,
 business process re-engineering, budgeting, merger and acquisitions, financial reporting systems, project evaluation and treasury
 and capital management. Prior to joining the Company, Mr. Macko served as the Corporate Controller for Baldwin Richardson Foods,
 a leading custom ingredients manufacturer for the food and beverage industry from November 2015 until January 2019. Prior to that,
 Mr. Macko served as the Controller for The Outdoor Group, LLC., Genesis Vision, Inc., Complemar Partners, Inc., and Level 3 Communications,
 Inc. Mr. Macko obtained is Bachelor of Science in Accounting from Rochester Institute of Technology.

 Jos
 Escudero

 2019

 Mr. Escudero's career is focused on business
transformations, including turnaround, growth and M&A situations. He has led large performance transformation programs within companies
of various industries and countries, including retail, fashion & luxury, hotel and the new economy related to digitalization transformation
and crypto world. Mr. Escudero has been member of different Boards of Directors and Direction Committees of many companies in different
countries. He has been also working as expert for the leading private equity firms like: Harvard Investment Group (HIG), Advent, Goldman
Sachs, etc. He has been working in financial analysis, transactional support and strategy business development as well as operating management
in first level of international companies. Also, he has worked in more than 10 countries along his career (Singapore, HK, US, UK, Brazil,
Spain, etc.).

 Mr. Escudero worked as a Partner at BMI Capital Partners
from September 2013 to November 2019. Mr. Ecudero has worked as Certisign's Chief Strategy and M&A Officer since November 2019.
He is currently working as partner of the Managing Consulting firm Hallman & Burke, and previously worked for the Spanish M&A
boutique Ambers & Co. He started his career in PwC.

 Mr. Escudero has a B.Sc. in Economics from the Francisco de Vitoria University (Madrid, Spain) where he ranked number
one of the promotion. He has a Masters degree in Corporate Finance and Investment Banking from the Options & Futures Institute. Currently
he is enrolled in Harvard University in Business Postgraduate studies. He collaborates with different Organizations and Business Schools
as speaker and professor:

 TED

 Ie - Instituto de Empresa

 Raffles University of Hong Kong

 IED - Istituto Europeo di Design

 ISDE - Instituto Superior de Derecho y Econom a

 CEF - Centro de Estudios Financieros

 Mr. Escudero's experience in mergers and acquisitions, corporate finance, and international trade along with
his education in economics and finance and investment banking qualify him to serve on the Company's Board of Directors and as a
member of the Compensation and Management Resources Committee and the Nominating and Corporate Governance Committee.

 Wai
 Leung William Wu

 2019

 Mr. Wai Leung William
Wu has served as a director of the Company since October 20, 2019. He served as the managing director of Investment Banking at Glory Sun
Securities Limited since January 2019. Mr. Wu previously served as the executive director and chief executive officer of Power Financial
Group Limited from November 2017 to January 2019. Mr. Wu has served as a director of Asia Allied Infrastructure Holdings Limited since February 2015. Mr. Wu previously served as a director and chief executive officer of RHB Hong
Kong Limited from April 2011 to October 2017. Mr. Wu served as the chief executive officer of SW Kingsway Capital Holdings Limited (now
known as Sunwah Kingsway Capital Holdings Limited) from April 2006 to September 2010.

 Mr. Wu serves as a director and is on the audit committees
of Alset Inc., traded on The Nasdaq Stock Market LLC; JY GrandMark Holdings Limited listed on the Hong Kong Stock Exchange; and Asia Allied
Infrastructure Holdings Limited listed on the Hong Kong Stock Exchange.

 Mr. Wu holds a Bachelor of Business Administration
degree and a Master of Business Administration degree of Simon Fraser University in Canada. He was qualified as a chartered financial
analyst of The Institute of Chartered Financial Analysts in 1996.

 Mr. Wu previously worked for a number of international investment banks and possesses over 26 years of experience
in the investment banking, capital markets, institutional broking and direct investment businesses. He is a registered license holder
to carry out Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong). Mr. Wu has served as a member of the Guangxi Zhuang Autonomous Region Committee of the
Chinese People's Political Consultative Conference in January 2013.

 Mr. Wu's experience in banking, capital markets, investment banking, Asian economic and banking dynamics, and
education in corporate finance and asset management qualify him to serve on the Company's Board as Lead Independent Director, Chair
of the Audit Committee and member of the Compensation and Management Resources Committee.

 Tung
 Moe Chan

 2020

 Mr.
Tung Moe Chan has served as a director of the Company since September 2020. In addition, since August 2020, he has served as Director
of Corporate Development of American Medical REIT Inc., a subsidiary of the Company.

 Mr.
Tung Moe Chan has served as the Co-Chief Executive Officer of Alset Inc., a Nasdaq listed company since July 2021 and as the Executive
Director since October 2022. Mr. Tung Moe Chan also serves as the Co-Chief Executive Officer and Executive Director of Alset International
Limited, a diversified holding company listed on the Catalist of the Singapore Exchange Securities Trading Limited.
Mr. Moe Chan is responsible for Alset International Limited's international real estate business (including serving as Co-Chief
Executive Officer-International and a member of the Board of its subsidiary LiquidValue Development Inc.).

 From
April 2014 to June 2015, Mr. Moe Chan was the Chief Operating Officer of Zensun Enterprises Limited (formerly known as ZH International
Holdings Limited and Heng Fai Enterprises Limited), an investment holding company listed on the HKSE and was responsible for that company's
global business operations consisting of REIT ownership and management, property development, hotels and hospitality, as well as property
and securities investment and trading. Prior to that, Mr. Moe Chan was an executive director (from March 2006 to February 2014) and the
Chief of Project Development (from April 2013 to February 2014) of SingHaiyi Group Ltd (now known as SingHaiyi Group Pte. Ltd.), a property
development company in Singapore which was listed on the Singapore Exchange Mainboard, overseeing its property development projects.
Mr. Moe Chan was also a non-executive director of the Toronto Stock Exchange-listed RSI International Systems Inc., a hotel software
company and the developer of RoomKeyPMS, a web-based property management system, from July 2007 to August 2016.

 Mr.
Tung Moe Chan holds a Master's Degree in Business Administration with honors from the University of Western Ontario, a Master's
Degree in Electro-Mechanical Engineering with honors and a Bachelor's Degree in Applied Science with honors from the University
of British Columbia

 Mr.
Tung Moe Chan's experience with the Company and experience with global business operations makes him an asset to the Board.

 Shui
 Yeung Frankie Wong

 2022

 Wong
 Shui Yeung joined the Board of Directors of the Company in July 2022. Mr. Wong is a practicing
 member and fellow member of Hong Kong Institute of Certified Public Accountants and a member
 of Hong Kong Securities and Investment Institute and holds a bachelor's degree in business
 administration. Mr. Wong is a Certified Public Accountant admitted to practice in Hong Kong
 and he serves as the sole proprietor of S.Y.WONG. He has over 20 years' experience
 in accounting, auditing, corporate finance, corporate investment and development, and company
 secretarial practice.

 Mr.
Wong previously worked for a number of listed companies as the Chief Financial Officer and/or Company Secretary for over 20 years. He
was the CFO and/or Company Secretary of Lerthai Group Limited from September 2016 to December 2020, the shares of which were listed on
the Hong Kong Stock Exchange. Mr. Wong has served as a member of the Board of Directors of Alset Capital Acquisition Corp. and Alset
Inc. since January 2022 and November 2021 respectively, the shares of which are listed on NASDAQ. Mr. Wong has served as an independent
non-executive director of Alset International Limited since June 2017, the shares of which are listed on the Catalist Board of Singapore
Stock Exchange. Mr. Wong has served as a member of the Board of Directors of Value Exchange International, Inc. since April 2022, the
shares of which are listed on the OTCQB. Mr. Wong was an independent non-executive director of SMI Holdings Group Limited from April
2017 to December 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong Limited and was an independent
non-executive director of SMI Culture & Travel Group Holdings Limited from December 2019 to November 2020, the shares of which are
listed on the Main Board of The Stock Exchange of Hong Kong Limited. Mr. Wong's experience
with accounting, public companies, and development make him an asset to the Board and qualify him to act as Chairman of the Nominating
and Corporate Governance Committee.

 Wong
 Shui Yeung joined the Board of Directors of the Company in July 2022. Mr. Wong is a practicing
 member and fellow member of Hong Kong Institute of Certified Public Accountants and a member
 of Hong Kong Securities and Investment Institute and holds a bachelor's degree in business
 administration. Mr. Wong is a Certified Public Accountant admitted to practice in Hong Kong
 and he serves as the sole proprietor of S.Y.WONG. He has over 20 years' experience
 in accounting, auditing, corporate finance, corporate investment and development, and company
 secretarial practice.

 Mr. Wong previously worked for a number
of listed companies as the Chief Financial Officer and/or Company Secretary for over 20 years. He was the CFO and/or Company Secretary
of Lerthai Group Limited from September 2016 to December 2020, the shares of which were listed on the Hong Kong Stock Exchange. Mr. Wong
has served as a member of the Board of Directors of Alset Capital Acquisition Corp. and Alset Inc. since January 2022 and November 2021
respectively, the shares of which are listed on NASDAQ. Mr. Wong has served as an independent non-executive director of Alset International
Limited since June 2017, the shares of which are listed on the Catalist Board of Singapore Stock Exchange. Mr. Wong has served as a member
of the Board of Directors of Value Exchange International, Inc. since April 2022, the shares of which are listed on the OTCQB. Mr. Wong
was an independent non-executive director of SMI Holdings Group Limited from April 2017 to December 2020, the shares of which were listed
on the Main Board of The Stock Exchange of Hong Kong Limited and was an independent non-executive director of SMI Culture & Travel
Group Holdings Limited from December 2019 to November 2020, the shares of which are listed on the Main Board of The Stock Exchange of
Hong Kong Limited. Mr. Wong's experience with accounting, public companies, and development
make him an asset to the Board and qualify him to act as Chairman of the Nominating and Corporate Governance Committee.

 Wong
 Shui Yeung joined the Board of Directors of the Company in July 2022. Mr. Wong is a practicing
 member and fellow member of Hong Kong Institute of Certified Public Accountants and a member
 of Hong Kong Securities and Investment Institute and holds a bachelor's degree in business
 administration. Mr. Wong is a Certified Public Accountant admitted to practice in Hong Kong
 and he serves as the sole proprietor of S.Y.WONG. He has over 20 years' experience
 in accounting, auditing, corporate finance, corporate investment and development, and company
 secretarial practice.

 Mr.
 Wong previously worked for a number of listed companies as the Chief Financial Officer and/or
 Company Secretary for over 20 years. He was the CFO and/or Company Secretary of Lerthai Group
 Limited from September 2016 to December 2020, the shares of which were listed on the Hong
 Kong Stock Exchange. Mr. Wong has served as a member of the Board of Directors of Alset Capital
 Acquisition Corp. and Alset Inc. since January 2022 and November 2021 respectively, the shares
 of which are listed on NASDAQ. Mr. Wong has served as an independent non-executive director
 of Alset International Limited since June 2017, the shares of which are listed on the Catalist
 Board of Singapore Stock Exchange. Mr. Wong has served as a member of the Board of Directors
 of Value Exchange International, Inc. since April 2022, the shares of which are listed on
 the OTCQB. Mr. Wong was an independent non-executive director of SMI Holdings Group Limited
 from April 2017 to December 2020, the shares of which were listed on the Main Board of The
 Stock Exchange of Hong Kong Limited and was an independent non-executive director of SMI
 Culture & Travel Group Holdings Limited from December 2019 to November 2020, the shares
 of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited. Mr.
 Wong's experience with accounting, public companies, and development make him an asset
 to the Board and qualify him to act as Chairman of the Nominating and Corporate Governance
 Committee.

 Hiu
 Pan Joanne Wong

 2022

 Ms.
 Joanne Wong has been Director and Responsible Officer (SFC), BMI Funds Management Limited since August 6, 2014. She has participated
 as the management role in fund administrator activities in A-Link Services Limited and Global Intelligence Trust Limited since 2020
 and 2018. Ms. Joanne Wong graduated from The Chinese University of Hong Kong (CUHK) with an Honors Bachelor's degree in Chemistry
 1999. She has expertise in an array of strategic, business, turnaround and regulatory matters
 spanning across several industries. Ms. Joanne Wong's experience in turnaround and regulatory matters across several industries
 makes her an asset to the Board.

 Lim
 Sheng Hon Danny

 2023

 Mr. Lim Sheng Hon Danny has served as a director of the Company since 2023.

 Mr. Lim Sheng
Hon Danny has served as Senior Vice President, Business Development and as Executive Director of Alset International Limited, a
diversified holding company listed on the Catalist of the Singapore Exchange Securities Trading Limited, since 2020. Mr. Lim Sheng Hon
Danny has served as an Executive Director of Alset Inc., a Nasdaq listed company, since October 2022. Mr. Lim Sheng Hon Danny has served
as Chief Operating Officer of HWH International Inc., a publicly traded company on the Nasdaq stock exchange since February 2024 and
also serves as its Chief Strategy Officer.

 Mr.
Lim has over 7 years of experience in business development, merger & acquisitions, corporate restructuring and strategic planning
and execution. Mr. Lim manages the Group's business development efforts, focusing on corporate strategic planning, merger and acquisition
and capital markets activities. He oversees and ensures the executional efficiency of the Group and facilitates internal and external
stakeholders on the implementation of the Group's strategies. Mr. Lim liaises with corporate partners or investment prospects for
potential working/ investment collaborations, operational subsidiaries locally and overseas to augment close parent-subsidiary working
relationship.

 Mr.
Lim graduated from Singapore Nanyang Technological University with a Bachelor's Degree with Honors in Business, specializing in
Banking and Finance.

 Ambrose Chan Heng Fai

 2017

 Mr. Ambrose Chan Heng Fai has served as a director of the Company since February 12, 2017 and became Chairman of the Board of Directors on March 27, 2019. He has also served as an officer of the Company's wholly-owned subsidiaries, DSS International Inc. since July of 2017, as the Chief Executive Officer of DSS Digital Transformation Limited and DSS Cyber Security Pte. Ltd. since July 2019.

 Mr. Chan is an expert in banking and finance, with 45 years of experience in these industries. He has also restructured
numerous companies in various industries and countries during the past 40 years.

 Mr. Chan has served as the Chairman of the Board and Chief Executive Officer of Alset Inc., a Nasdaq listed company,
since March 2018. Mr. Chan has served as the Chief Executive Officer of Alset International Limited, a diversified holding company listed
on the Catalist of the Singapore Exchange Securities Trading Limited, since April 2014, and has served as a director of that company since
May of 2013. Mr. Chan has served as the Chairman of HWH International Inc. (formerly known as Alset Capital Acquisition Corp.), a Nasdaq
listed company, since October 2021. Mr. Chan has served as a member of the Board of Directors of Hapi Metaverse Inc. (formerly known as
GigWorld Inc.), a technology company since October of 2014, as Executive Chairman since December 2017 and served as the Acting Chief Executive
Officer of Hapi Metaverse Inc. from August 2018 until September 2020, having previously served as Chief Executive Officer from December
of 2014 until June of 2017. Mr. Chan served as a non-executive director of Holista CollTech Ltd., an ASX listed company, from July 2013
to June 2021. Mr. Chan served as a director of OptimumBank Holdings, Inc. from June 2018 to April 2022. Mr. Chan has served as a director
of Sharing Services Global Corporation, an OTCQB since April 2020 and as the Chairman of the Board since July 2021.

 Mr. Chan's previous experiences include serving as Managing Chairman of Zensun Enterprises Limited (formerly
known as ZH International Holdings Limited and Heng Fai Enterprises Limited), an investment holding company listed on the HKSE, from 1992
to 2015. Mr. Chan was formerly the Managing Director of SingHaiyi Group Ltd. (now known as SingHaiyi Group Pte. Ltd.), a property development
company in Singapore which was listed on the Singapore Exchange Mainboard, from March 2003 to September 2013, and the Executive Chairman
of China Gas Holdings Limited, a Hong Kong listed investor and operator of city gas pipeline infrastructure in China from 1997 to 2002.
Mr. Chan served on the Board of RSI International Systems, Inc., a Toronto Stock Exchange-listed, the developer of RoomKeyPMS, a web-based
property management system, from June 2014 to February 2019.

 Mr. Chan has also served as a director of Global Medical REIT Inc., a healthcare facility real estate company, from
December 2013 to July 2015. He was a director of American Housing REIT Inc. from October of 2013 to July of 2015. He served as a director
of Skywest Ltd., a public Australian airline company from 2005 to 2006. Mr. Chan was a director of Global Med Technologies, Inc., a medical
company engaged in the design, development, marketing and support information for management software products for healthcare-related
facilities, from May 1998 until December 2005.

 Mr. Chan's
international business contacts and experience qualify him to serve on our Board of Directors.

 Board
of Directors and Committees

 The
Company has determined that each of Mr. Wai Leung William Wu, Mr. Shui Yeung Frankie Wong, Ms. Hiu Pan Joanne
Wong and Mr. Jos Escudero qualify as independent directors (as defined under Section 803 of the NYSE American LLC Company Guide).

 In
fiscal 2023, each of the Company's independent directors attended or participated in approximately 92% or more of the aggregate
of (i) the total number of meetings of the Board of Directors held during the period in which each such director served as a director
and (ii) the total number of meetings held by all committees of the Board of Directors during the period in which each such director
served on such committee. All directors attended last year's annual general meeting. During the fiscal year ended December 31,
2023, the Board held three meetings and acted by written consent on fourteen occasions.

 Effective
July 8, 2022, the Board of Directors elected Mr. Shui Yeung Frankie Wong as a non-executive member of the Company's Board of Directors.
Mr. Wong will serve as an independent director and serve on the Audit Committee and the Nominating and Corporate Governance Committee.

 Effective
July 11, 2022, the Board of the Company elected Ms. Hiu Pan Joanne Wong as an independent, non-executive director of the Board.

 On
or around June 2022, Mr. John Thatch was no longer considered an independent director under the New York Stock Exchange listing
standards. Mr. Thatch remains a member of the Company's Board. On July 22, 2022, Mr. Wai Leung William Wu was appointed Lead
Independent Director and Chairman of the Audit Committee.

 Effective August 31, 2023, the
Board of the Company elected Mr. Lim Sheng Hon Danny as a, non-executive director of the Board.

 Mr. John Thatch resigned from
the Board on September 1, 2023. Mr. Thatch did not resign from the Board as a result of any disagreement related to the Company's
operations, policies or practices.

 Mr. Sassuan Samson Lee resigned
from the Board on February 8, 2024. Mr. Lee did not resign from the Board as a result of any disagreement related to the Company's
operations, policies or practices.

 Audit
Committee

 The
Company has separately designated an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The Audit Committee held six meetings in 2023 and did not acted by written
consent. The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight of the
work of the Company's independent registered public accounting firm, overseeing the accounting and financial reporting process
of the Company, and reviewing related person transactions. As of December 31, 2023 and December 31, 2022, the Audit
Committee is comprised of Mr. Wu, who serves as Chairman of the Audit Committee, Mr. Wong, and Mr. Escudero. Each
of Messrs. Wu and Escudero is qualified as a "financial expert" as defined in Item 407 under Regulation S-K of the
Securities Act of 1933, as amended (the "Securities Act"). Mr. Wong is financially sophisticated. Each of Mr. Wu, Mr.
Escudero and Mr. Wong is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide). The Audit
Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate
Governance section of our web site, www.dsssecure.com.

 Compensation
and Management Resources Committee

 The
purpose of the Compensation and Management Resources Committee is to assist the Board in discharging its responsibilities relating to
executive compensation, succession planning for the Company's executive team, and to reviewing and making recommendations to the
Board regarding employee benefit policies and programs, incentive compensation plans and equity-based plans. The Compensation and Management
Resources Committee met twice in 2023. The Compensation and Management Resources Committee is responsible for, among other things, (a)
reviewing all compensation arrangements for the executive officers of the Company and (b) administering the Company's stock option
plans. The Compensation and Management Resources Committee consists of Mr. Escudero, Mr. Wu and Mr. Wong, with Mr. Escudero as the Chairman.
Each of the members of the Compensation and Management Resources Committee is an independent director (as defined under Section 803 of
the NYSE American Company Guide). The Compensation and Management Resource Committee operates under a written charter adopted by the
Board of Directors, which can be found in the Investors/Corporate Governance section of our web site, www.dsssecure.com. The duties and
responsibilities of the Compensation and Management Resources Committee in accordance with its charter, are to review and discuss with
management and the Board the objectives, philosophy, structure, cost and administration of the Company's executive compensation
and employee benefit policies and programs; no less than annually, review and approve, with respect to the Chief Executive Officer and
the other executive officers (a) all elements of compensation, (b) incentive targets, (c) any employment agreements, severance agreements
and change in control agreements or provisions, in each case as, when and if appropriate, and (d) any special or supplemental benefits;
make recommendations to the Board with respect to the Company's major long-term incentive plans applicable to directors, executives
and/or non-executive employees of the Company and approve (a) individual annual or periodic equity-based awards for the Chief Executive
Officer and other executive officers and (b) an annual pool of awards for other employees with guidelines for the administration and
allocation of such awards; recommend to the Board for its approval a succession plan for the Chief Executive Officer, addressing the
policies and principles for selecting a successor to the Chief Executive Officer, both in an emergency situation and in the ordinary
course of business; review programs created and maintained by management for the development and succession of other executive officers
and any other individuals identified by management or the Compensation and Management Resources Committee; review the establishment,
amendment and termination of employee benefits plans, review employee benefit plan operations and administration; and any other duties
or responsibilities expressly delegated to the Compensation and Management Resources Committee by the Board from time to time relating
to the Committee's purpose. The Compensation and Management Resources Committee may request any officer or employee of the Company
or the Company's outside counsel to attend a meeting of the Compensation and Management Resources Committee or to meet with any
members of, or consultants to, the Compensation and Management Resources Committee. The Company's Chief Executive Officer does
not attend any portion of a meeting where the Chief Executive Officer's performance or compensation is discussed, unless specifically
invited by the Compensation and Management Resources Committee.

 The
Compensation and Management Resources Committee has the sole authority to retain and terminate any compensation consultant to be used
to assist in the evaluation of director, Chief Executive Officer or other executive officer compensation or employee benefit plans and
has sole authority to approve the consultant's fees and other retention terms. The Compensation and Management Resources Committee
also has the authority to obtain advice and assistance from internal or external legal, accounting or other experts, advisors and consultants
to assist in carrying out its duties and responsibilities and has the authority to retain and approve the fees and other retention terms
for any external experts, advisors or consultants.

 Nominating
and Corporate Governance Committee

 The
Nominating and Corporate Governance Committee is responsible for overseeing the appropriate and effective governance of the Company,
including, among other things, (a) nominations to the Board of Directors and making recommendations regarding the size and composition
of the Board of Directors and (b) the development and recommendation of appropriate corporate governance principles. At December 31,
2023, the Nominating and Corporate Governance Committee consisted of Mr. Wu, Mr. Wong and Mr. Escudero,
each of whom is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide Mr.
 Wong was appointed to the Nominating and Corporate Governance Committee as Chair of the Committee.

 The
Nominating and Corporate Governance Committee met once during 2023 and did not act by written consent in 2023. The Nominating and Corporate
Governance Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate
Governance section of our web site, www.dsssecure.com. The Nominating and Corporate Governance Committee adheres to the Company's
By-Laws provisions and Securities and Exchange Commission rules relating to proposals by stockholders when considering director candidates
that might be recommended by stockholders, along with the requirements set forth in the committee's Policy with Regard to Consideration
of Candidates Recommended for Election to the Board of Directors, also available on our website. The Nominating and Corporate Governance
Committee of the Board of Directors is responsible for identifying and selecting qualified candidates for election to the Board of Directors
prior to each annual meeting of the Company's stockholders. In identifying and evaluating nominees for director, the Committee
considers each candidate's qualities, experience, background and skills, as well as other factors, such as the individual's
ethics, integrity and values which the candidate may bring to the Board of Directors. Currently, the Nominating and Corporate Governance
Committee does not have an explicit policy regarding diversity, however, when considering candidates nominees shall not be discriminated
against based on race, religion, national origin, sex, disability or any other basis proscribed by applicable law.

 Code
of Ethics

 The
Company has adopted a Code of Ethics that establishes the standards of ethical conduct applicable to all directors, officers and employees
of the Company. A copy of the Code of Ethics covering all of our employees, directors and officers, and all other corporate governance
documents, are available on the Corporate Governance section of our web site at www.dsssecure.com.

 Information
about our Executive Officers

 On April 17, 2019, Frank D. Heuszel
became the Chief Executive Officer of the Company. On August 16, 2021, Todd D. Macko was appointed Chief Financial Officer of the Company.
On July 15, 2019, Jason Grady was appointed Chief Operating Officer of the Company. The biographies for Messrs. Heuszel, Macko and Grady
are contained herein in the information disclosures relating to the Company's directors above.

 Involvement
in Certain Legal Proceedings

 None
of our directors or executive officers has been involved in any legal proceedings in the past 10 years that would require disclosure
under Item 401(f) of Regulation S-K.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of the Company. Officers, directors and holders of more than ten percent of
the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

 To
the Company's knowledge, based solely upon review of the copies of such reports filed with the SEC and written representations
that no other reports were required, during the fiscal year ended December 31, 2023 all Section 16(a) filing requirements applicable
to the Company's officers, directors and holders of more than ten percent of the Company's common stock were satisfied.

 ITEM
11 - EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table sets forth the compensation earned by each of the persons serving as the Company's Chief Executive Officer, Chief
Financial Officer, Chief Operating Officer, referred to herein collectively as the "Named Executive Officers", or NEOs, for
services rendered to us for the years ended December 31, 2023 and 2022:

 Name and principal position

 Year

 Salary

 Bonus

 Stock Awards

 Option Awards

 Non-Equity Incentive Plan Compensation

 Nonqualified Deferred Compensation Earnings

 All Other Compensation (1)(2)

 Total

 Frank D. Heuszel, Chief Executive Officer

 2022

 $
 260,000

 28,442

 -

 -

 -

 -

 $
 146,196

 $
 314,639

 2023

 $
 260,000

 268,000

 -

 -

 -

 -

 147,973

 555,973

 Jason T. Grady, Chief Operating Officer

 2022

 $
 210,000

 10,000

 -

 -

 -

 -

 $
 16,735

 $
 236,735

 2023

 $
 247,344

 78,319

 -

 -

 -

 -

 19,460

 $
 345,123

 Todd D. Macko, Chief Financial Officer

 2022

 $
 198,000

 $
 42,887

 $
 17,154

 258,041

 2023

 $
 235,609

 55,400

 -

 -

 -

 -

 19,196

 $
 310,205

 (1)

 Includes
 health insurance premiums, retirement matching funds and automobile expenses paid by the Company.

 (2)

 As part of a consulting agreement Mr. Heuszel had with APB prior to becoming the CEO of the Company, he is compensated $120,000 annual
for various responsibilities.

 Employment
and Severance Agreements

 On December
12, 2023, Frank D. Heuszel, the Chief Executive Officer ("CEO") of DSS, Inc. (the "Company") and the Company executed
a letter agreement ("Heuszel Interim Agreement") pursuant to which Mr. Heuszel agreed to act as CEO of the Company on
a month-to-month basis beginning January 1, 2024 until a new employment agreement is executed (the "Heuszel Interim Period").
Mr. Heuszel's current employment agreement pursuant to which he serves as CEO expires on December 31, 2023. In accordance with the
Heuszel Interim Agreement, Mr. Heuszel will continue to act as CEO until either a new employment agreement is successfully negotiated
and executed or if the Heuszel Interim Agreement is terminated by either party by giving one month's written notice to the
other party. Pursuant to the Heuszel Interim Agreement, Mr. Heuszel's base salary is $260,000 per annum, which will be payable
to him monthly in arrears. There will be no bonus accrued or payable during the Heuszel Interim Period.

 On December
15, 2023, Jason Grady, the Chief Operating Officer ("COO") of the Company and the Company executed a letter agreement (the
"Grady Interim Agreement") pursuant to which Mr. Grady agreed to act as COO of the Company on a month-to-month basis beginning
January 1, 2024 until a new employment agreement is executed (the "Grady Interim Period"). Mr. Grady's current employment
agreement pursuant to which he serves as COO expires on December 31, 2023. In accordance with the Grady Interim Agreement, Mr. Grady will
continue to act as COO until either a new employment agreement is successfully negotiated and executed or if the Grady Interim Agreement
is terminated by either party by giving one month's written notice to the other party. Pursuant to the Grady Interim Agreement,
Mr. Grady's base salary is $260,000 per annum, which will be payable to him monthly in arrears. There will be no bonus accrued or
payable during the Grady Interim Period.

 Also
on December 15, 2023, Todd Macko, the Chief Financial Officer ("CFO") of the Company and the Company executed a letter agreement
(the "Macko Interim Agreement") pursuant to which Mr. Macko agreed to act as CFO of the Company on a month-to-month basis
beginning January 1, 2024 until a new employment agreement is executed (the "Macko Interim Period"). Mr. Macko's current
employment agreement pursuant to which he serves as CFO expires on December 31, 2023. In accordance with the Macko Interim Agreement,
Mr. Macko will continue to act as CFO until either a new employment agreement is successfully negotiated and executed or if the Macko
Interim Agreement is terminated by either party by giving one month's written notice to the other party. Pursuant to the Macko Interim
Agreement, Mr. Macko's base salary is $248,000 per annum, which will be payable to him in accordance with the payroll policies of
the Company. There will be no bonus accrued or payable during the Macko Interim Period.

 Outstanding
Equity Awards at Fiscal Year-End

 As
of December 31, 2023, there were no outstanding equity awards to our Named Executive Officers.

Compensation

 The
following table sets forth cash compensation and the value of stock options awards granted to the Company's non-employee independent
directors for their service in 2023:

 Name

 Fees Earned or Paid in Cash

 Stock Awards

 All Other Compensation

 Total

 Current Directors

 Frank D. Heuszel

 $
 -

 $
 -

 $
 -

 $
 -

 Heng Fai Ambrose Chan

 $
 -

 $
 -

 $
 -

 $
 -

 Lim Sheng Hon Danny

 $
 -

 $
 -

 $
 -

 $
 -

 Jos Escudero

 $

 $
 -

 $
 -

 $

 Wai Leung William Wu

 $

 $
 -

 $
 -

 $

 Hiu Pan Joanne Wong

 $
 21,100

 $
 -

 $
 -

 $
 21,100

 Wong Shui Yueng

 $

 $
 -

 $
 -

 $

 Sassuan Samson Lee

 $
 22,100

 $
 -

 $
 -

 $
 22,100

 Tung Moe Chan

 $
 -

 $
 -

 $
 -

 $
 -

 Each
independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide) is entitled to receive base cash compensation of
$18,000 annually, provided such director attends at least 75% of all Board of Director meetings, and all scheduled committee meetings.
Each independent director is entitled to receive an additional $1,000 for each Board of Director meeting he attends, and an additional
$500 for each nominating and compensation committee meeting he attends and $750 for each audit and executive committee meeting he attends,
provided such committee meeting falls on a date other than the date of a full Board of Directors meeting. Each of the independent directors
is also eligible to receive discretionary grants of options or restricted stock under the Company's 2020 Equity Incentive Plan.
Non-independent members of the Board of Directors do not receive compensation in their capacity as directors, except for reimbursement
of travel expenses.

 ITEM
12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth beneficial ownership of Common Stock as of March 1, 2024 by each person known by the Company to beneficially
own more than 5% of the Common Stock, each director and each of the executive officers named in the Summary Compensation Table (see "Executive
Compensation" above), and by all of the Company's directors and executive officers as a group. Each person has sole voting
and dispositive power over the shares listed opposite his name except as indicated in the footnotes to the table and each person's
address is c/o DSS, Inc., 275 Wiregrass Parkway, West Henrietta, New York 14586.

 For
purposes of this table, beneficial ownership is determined in accordance with the Securities and Exchange Commission rules, and includes
investment power with respect to shares owned and shares issuable pursuant to warrants for March 1, 2024.

 The
percentages of shares beneficially owned are based on 7,066,772 shares of our Common Stock issued and outstanding as of March 1, 2024,
and is calculated by dividing the number of shares that person beneficially owns by the sum of (a) the total number of shares outstanding
on March 1, 2024, plus (b) the number of shares such person has the right to acquire within 60 days of March 1, 2024.

 Percentage of

 Number of Shares

 Outstanding Share

 Name

 Beneficially Owned

 Beneficially Owned

 Heng Fai Ambrose Chan (1)

 4,122,916

 58.3
 %

 Jos Escudero

 *

 Frank D. Heuszel

 65,639

 *

 Wai Leung William Wu

 -

 *

 Jason Grady

 *

 Todd D. Macko

 *

 Lim Sheng Hon Danny

 -

 *

 Tung Moe Chan

 -

 *

 Sassuan Samson Lee

 *

 Frankie Wong

 -

 *

 Joanne Wong

 -

 *

 All officers and directors as a group (8 persons)

 4,188,865

 59.3
 %

 5% Shareholders

 Alset International limited

 1,068,309

 15.1
 %

 Alset, Inc.

 1,760,671

 24.9
 %

 *
 Less than 1%.

 (1)

 The
 beneficial ownership of Heng Fai Chan includes 4,122,916 shares of common stock, consisting of (a) 2,978 shares of common stock held
 by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan; (b) 979,325 shares of common stock held by Heng Fai Chan directly;
 (C) 311,634 shares of common stock held by Global Biomedical Pte. Ltd.; and (d) 1,068,309 shares of common stock held by Alset International
 Limited (e) 1,760,671 shares of common stock held by Alset Inc.

 Equity
Compensation Plans Information

 The
following table sets forth information about our equity compensation plans as of December 31, 2023.

 Restricted stock to be issued upon vesting

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance (under equity compensation Plans (excluding securities reflected in column (a & b))

 Plan Category

 (a)

 (b)

 (c)

 (d)

 Equity compensation plans approved by security holders

 2013 Employee, Director and Consultant Equity Incentive Plan - options

 -

 -

 $
 -

 -

 2013 Employee, Director and Consultant Equity Incentive Plan - warrants

 -

 -

 $
 -

 -

 2020 Employee, Director and Consultant Equity Incentive Plan

 -

 -

 -

 460,846

 Total

 -

 -

 $
 -

 460,846

 ITEM
13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions
with Related Persons

 Except
as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member
thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2020, in which the
amount involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for
the last two completed fiscal years.

 The
Company owns 127,179,291 shares or approximately 4% of the outstanding shares of Alset International Limited ("Alset Intl"),
a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited. This investment is classified as a marketable
security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the
investments for a period of at least one year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and
Chief Executive Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of
the Company. The fair value of the marketable security as of December 31, 2023, and December 31, 2022, was approximately $3,269,000 and
$3,319,000 respectively. During the year ended December 31, 2023 and December 31, 2022, the Company recorded unrealized loss on this
investment of approximately $177,000 and unrealized loss of $1,590,000, respectively.

 On
March 2, 2020, AMRE entered into a $200,000 unsecured promissory note with LVAMPTE, a related party. The Note calls for interest to be
paid annually on March 2 with interest fixed at 8.0%. As further incentive to enter into this Note, AMRE granted LVAMPTE warrants to
purchase shares of common stock of AMRE (the "Warrants"). The amount of the warrants granted is the equivalent of the Note
Principal divided by the Exercise Price. The Warrants are exercisable for four years and are exercisable at $5.00 per share (the "Exercise"
Price). In March 2022, this debt was converted into equity in AMRE, and LVAMPTE exercised the warrants for $200,000 (see the consolidated
statement of changes in stockholders' equity) The holder is a related party owned by the Chairman of the Company's board
of directors.

 On
March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc. ("Seller"), a related party, to
purchase from the Seller's its wholly owned subsidiary Impact Oncology PTE Ltd. ("IOPL") for a purchase price $2,480,000.
The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic
805. IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common
stock. The Sellers largest shareholder is Mr. Heng Fai Ambrose Chan, the Chairman of the Company's board of directors and its largest
shareholder. At December 31, 2022 the full value of this investment was impaired.

 On
August 28, 2020, the Company's wholly owned subsidiary, DSS Securities, Inc. entered into a corporate venture to form and operate
a real estate title agency, under the name of Alset Title Company, Inc, a Texas corporation ("ATC"). DSS Securities, Inc.
shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting process.
The Company's CEO, who is a licensed attorney, has a stated non-compensated 15% ownership interest in the venture. There was minimal
activity for the year ended December 31, 2022.

 On
September 9, 2021, the Company finalized a stock purchase agreement (the "SPA") with American Pacific Bancorp ("APB"),
which provided for an investment of $40,000,200 by the Company into APB for an aggregate of 6,666,700 shares of the APB's Class
A Common Stock, par value $0.01 per share. Subject to the terms and conditions contained in the SPA, the shares issued at a purchase
price of $6.00 per share. As a result of this transaction, DSS owns approximately 53% of APB, and as a result its operating results have
been included in the Company's financial statements beginning September 9, 2021. The Company incurred approximately $36,000 in
cost associated with the acquisition of APB which were recorded as general and administrative expenses. The acquisition of APB 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. Since acquisition, APB has incurred approximately $895,000 of
net losses, of which approximately $361,000 of loss incurred is attributable to non-controlling interest. The next largest shareholder
of APB is Alset EHome International, Inc. ("AEI"). AEI's Chairman and CEO, Heng Fai Chan, and a member of the AEI's
Board of Directors, Wu Wai Leung William, each serve on both the AEI Board and the Board of the Company. The CEO of the Company, Mr.
Frank D. Heuszel, also has an approximate 2% equity position of APB.

 On
October 27, 2021, HWH World, Inc., a subsidiary of the Company entered a revolving loan commitment ("Note 5") with Borrower
5, a company registered in Taiwan. The outstanding principal and interest at December 31, 2023 and December 31, 2022 is $0 and $63,000,
respectively, and was included in Notes receivable current portion. This note has been written-off during the third quarter 2023.

 On
October 13, 2021, LVAM entered into loan agreement with BMIC ("BMIC Loan"), a related party, whereas LVAM borrowed the principal
amount of $3,000,000, with interest to be charged at a variable rate to be adjusted at the maturity date. The BMIC Loan matures on October
12, 2022, and contains an auto renewal period of three months. As of December 31, 2023 and December 31, 2022, $547,000 and $3,000,000,
respectively, are included in Current portion of long-term debt, net on the consolidated balance sheet.

 On
October 13, 2021, LVAM entered into a loan agreement with Lee Wilson Tsz Kin ("Wilson Loan"), a related party, whereas LVAM
borrowed the principal amount of $3,000,000, with interest to be charged at a variable rate to be calculated at the maturity date. The
Wilson Loan matures on October 12, 2022, and contains an auto renewal period of nine months. This loan was funded during March 2022.
As of December 31, 2023 $2,131,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet. As of
December 31, 2022 $3,000,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet.

 On
November 2, 2021, AMRE LifeCare entered into a loan agreement ("LifeCare Agreement") with Pinnacle Bank, ("Pinnacle
Bank") in the amount of $40,300,000. The LifeCare Agreement supported the acquisition of three medical facilities located in Fort
Worth, Texas, Plano, Texas, and Pittsburgh, Pennsylvania for a purchase price of $62,000,000. 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 included in the value of the property is $15,901,000 of intangible assets
with estimated useful lives ranging from 1 to 11 years. The net book value of the assets acquired as of December 31, 2022 is approximately
$52,407,000. The LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five
(25) year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest
rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28%, with the first
such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each succeeding month
thereafter until the maturity date, at which time any outstanding principal and interest is due in full. The affective interest rate
at December 31, 2022 was 8.46%. The maturity date of November 2, 2023, may be extended to November 2, 2024. As of December 31, 2022,
the outstanding principal and interest of the LifeCare agreement approximates $40,193,000, net of deferred financing costs of $270,000.
As of December 31, 2023, the outstanding principal and interested approximates $41,331,000. Interest expense for the year-ended December
31, 2023 and 2022 approximated $1,142,000 and $952,000, respectively. The LifeCare agreement is currently in default. The Company is
in the process of remediating the related issues and continues to negotiate the extension of the loan.

 On
February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the "Amendment") with its shareholder Alset
EHome International Inc. ("AEI"), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase
Agreement dated January 25, 2022 (the "SPA"). Pursuant to the SPA, AEI had agreed to purchase up to 44,619,423 shares of
the Company's common stock for a purchase price of $0.3810 per share, for an aggregate purchase price of $17,000,000. Pursuant
to the Amendment, the number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877 shares
for an aggregate purchase price of $1,519,000. This transaction was completed on March 9, 2022. In addition, the Company's Executive
Chairman and a significant stockholder, Heng Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

 In
October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $ 50,000 (the "Note") to HWH
International, Inc. ("HWH" or the "Holder"), a related party. HWH is affiliated with Heng Fai Ambrose Chan, who
became a Director of the Company in April 2020. The Note is convertible into 333,333 shares of the Company's Common Stock. Concurrent
with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the
Company's Common Stock, at an exercise price of $0.15 per share. Under the terms of the Note and the detachable stock warrant,
the Holder is entitled to certain financing rights. If the Company enters into more favorable transactions with a third-party investor,
it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical. On August 9, 2022,
HWH and the Company executed an agreement to settle the Note and cancel the related stock warrant for $78,635.62, which amount represents
the principal plus accrued interest. The Company made the payment to HWH on August 9, 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.

 In
November 2021, AMRE entered into a convertible promissory note ("Alset Note") with Alset International Limited ("Alset
International"), a related party, for the principal amount of $8,350,000. The Alset Note accrues interest at 8% per annum and matures
in December 2023, with interest due quarterly and the principal due at maturity. Principal and interest of approximately $8,805,000 is
included in long-term debt, net on the accompanying consolidated balance sheet on December 31, 2022. 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 to purchase the Convertible Promissory
Note issued by American Medical REIT, Inc. with a principal amount of $8,350,000 and accrued unpaid interest of $119,000 through December
31, 2022. This transaction was finalized in July 2022 and is eliminated upon consolidation into DSS. Interest expense for this note totaled
$796,000 in December 2023 and $346,000 in December 2022.

 On
February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the "Amendment") with its shareholder Alset
EHome International Inc. ("AEI"), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase
Agreement dated January 25, 2022 (the "SPA"). Pursuant to the SPA, AEI had agreed to purchase 44,619,423 shares of the Company's
common stock for a purchase price of $0.3810 per share, for an aggregate purchase price of $17,000,000. Pursuant to the Amendment, the
number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877 shares for an aggregate
purchase price of $1,519,000. This transaction was completed on March 9, 2022. In addition, the Company's Executive Chairman and
a significant stockholder, Heng Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

 On
May 13, 2021, and later amended in April 2022, Sentinel Brokers, LLC, a subsidiary of the Company entered a revolving credit promissory
note ("Note 3") with Borrower 3, a company registered in the state of New York and related party. Note 3 has an aggregate
principal balance up to $3,000,000, to be funded at request of Borrower 3. Note 3, which incurs interest at a rate of 6.65% is payable
in areas until the principal is paid in full at the maturity date of May 13, 2023. As of December 31, 2022 and December 31, 2021, there
was $309,000 and $0, respectively, outstanding on the, and is included in current notes receivable on the accompanying consolidated balance
sheet. During the three months ended September 30, 2022, Sentinel Brokers converted approximately $1,364,000 of Note 3 into 13.64 preferred
shares of Borrower 3. In December 2022, Sentinel LLC obtained 75% ownership of Sentinel Co. and all transaction are eliminated upon consolidation
into DSS.

 In
October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $ 50,000 (the "Note") to HWH
International, Inc. ("HWH" or the "Holder"), a related party. HWH is affiliated with Heng Fai Ambrose Chan, who
became a Director of the Company in April 2020. The Note is convertible into 333,333 shares of the Company's Common Stock. Concurrent
with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the
Company's Common Stock, at an exercise price of $0.15 per share. Under the terms of the Note and the detachable stock warrant,
the Holder is entitled to certain financing rights. If the Company enters into more favorable transactions with a third-party investor,
it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical. On August 9, 2022,
HWH and the Company executed an agreement to settle the Note and cancel the related stock warrant for $78,635.62, which amount represents
the principal plus accrued interest. The Company made the payment to HWH on August 9, 2022.

 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.

 Sharing
Services Global Corp

 In
November 2021, SHRG and Hapi Caf, Inc, a company affiliated with Heng Fai Ambrose Chan, a Director of the Company, entered
into a Master Franchise Agreement pursuant to which Sharing Services acquired the exclusive franchise rights in North America to the
brand "Hapi Caf." Under the terms, Sharing Services, directly or through its subsidiaries, has the right to operate
no less than five (5) corporate-owned stores and can offer to the public sub-franchise rights to own and operate other stores, subject
to the terms and conditions contained in the Master Franchise Agreement.

 In
October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $50,000 (the "Note") to HWH
International, Inc. ("HWH" or the "Holder"). HWH is affiliated with Heng Fai Ambrose Chan, who became a Director
of the Company in April 2020. The Note is convertible into 333,333 shares of the Company's Common Stock. Concurrent with issuance
of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the Company's
Common Stock, at an exercise price of $0.15 per share. Under the terms of the Note and the detachable stock warrant, the Holder is entitled
to certain financing rights. If the Company enters into more favorable transactions with a third-party investor, it must notify the Holder
and may have to amend and restate the Note and the detachable stock warrant to be identical. On August 9, 2022, HWH and the Company executed
an agreement to settle the Note and cancel the related stock warrant for $78,636, which amount represents the principal plus accrued
interest. The detachable stock warrant to purchase the additional 333,333 shares of the Company's Common Stock was forfeited by
the Holder upon payment. The Company made the payment to HWH on August 9, 2022.

 In
the nine months ended December 31, 2021, a wholly owned subsidiary of the SHRG purchased skin care products manufactured by K Beauty
Research Lab. Co., Ltd ("K Beauty"), a South Korean-based supplier of skin care products that is affiliated with Heng Fai
Ambrose Chan, a Director of the Company, in the aggregate amount of $2.3 million. The Company's affiliates operating in Asia intend
to distribute skin care and other products in South Korea and other countries, including skin care products procured from K Beauty, as
part of the Company's previously announced strategic growth plans.

 In
February 2020, the Company, Alchemist Holdings, LLC ("Alchemist"), and a former Company officer entered into a Settlement
Accommodation Agreement (the "Accommodation Agreement") pursuant to which Alchemist and the former Company officer agreed
to transfer to the Company 22.7 million shares of the Company's Common Stock held by Alchemist, in settlement of certain obligations
to the Company. Under the terms of the Accommodation Agreement, Alchemist and the former Company officer also agreed to transfer to the
Company 15.6 million shares of the Company's Common Stock held by Alchemist, to offset certain legal and other expenses incurred
by the Company in connection with various related-party legal claims. Accordingly, in the fiscal year ended March 31, 2021, the Company
and Alchemist caused the transfer to the Company, in the aggregate, of 38.3 million shares of the Company's Common Stock then held
by Alchemist, and the Company retired such redeemed shares. In May 2022, the Company and certain of its subsidiaries, on the one hand,
and Alchemist, the former officer and certain entities affiliated with the former officer, on the other hand, entered into a Confidential
Settlement Agreement with Mutual Releases (the "May 2022Settlement Agreement") pursuant to which the parties amicably settled
all claims and disputes among them; (b) the former officer sold to the Company 26,091,136 shares of the Company's common stock
then under the voting and dispositive control of the former officer; (c)the Company made a one-time payment of $1,043,645; and (d) the
Company and its relevant subsidiaries, on the one hand, and the former officer and relevant entities affiliated with the former officer,
on the other hand, exchanged customary mutual releases of any prior obligations among them. On May 19, 2022, the closing price for the
Company's common stock was $0.25 per share. During the nine months ended December 31, 2022, the Company measured and recognized
the repurchase of its common stock at its fair value of $626,187, derecognized its remaining liability under the Co-Founder's Agreement,
and recognized a recovery of $324,230 in connection with the previously recognized loss related to the Co-Founder's Agreement.

 In
July 2021, the Company, and American Premium Water Corporation ("American Premium") entered into a business consulting agreement
pursuant to which the Company provides consulting services to American Premium in exchange for a monthly fee of $4,166. Mr. John "JT"
Thatch, a director of the Company, also serves on the Board of Directors of American Premium. During the three and nine months ended
December 31, 2022, the Company recognized consulting fee income of $12,498 and 37,494, respectively. In August 2022, the Company executed
a non-binding letter of intent with American Wealth Mining Corporation ("AWM"), a related party, allowing AWM to be the exclusive
franchisee of Hapi Caf in the State of New York.

 Review,
Approval or Ratification of Transactions with Related Persons

 The
Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict
of interest situations where appropriate. The Board has adopted formal standards to apply when it reviews, approves or ratifies any related
party transaction. In addition, the Board applies the following standards to such reviews: (i) all related party transactions must be
fair and reasonable and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same
goods and/or services at the time they are authorized by the Board and (ii) all related party transactions should be authorized, approved
or ratified by the affirmative vote of a majority of the directors who have no interest, either directly or indirectly, in any such related
party transaction.

 ITEM
14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

 Audit
Fees

 Audit fees consist of fees for professional services rendered for the audit
of the Company's consolidated financial statements included in the Company's Annual Report on Form 10-K, the review of financial
statements included in the Company's Quarterly Reports on Form 10-Q, and for services that are normally provided by the auditor
in connection with statutory and regulatory filings or engagements. The aggregate fees billed for professional services rendered by our
independent public accounting firm, Grassi & Co. CPAs, P.C., Jericho, NY, for audit and review services for the fiscal year ended
December 31, 2023 were approximately $365,000. The aggregate fees build for professional services rendered by Grassi&Co for audit
and review services for the fiscal year ended December 31, 2022 was approximately $325,000.

 Tax
Fees

 The
aggregate fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C., for tax compliance,
tax advice and tax planning during the years ended December 31, 2023 and 2022 were approximately $143,000 and $143,000 respectively.
DSS has engaged Greendyke Jencik & Associates CPAs, PLLC to render quarterly and year end tax provisions. The aggregate fees for
2023 and 2022 were approximately $8,000 and $8,000.

 All
Other Fees

 There were fees billed for professional services rendered by our principal
accountant, Grassi & Co. CPAs, P.C., associated with the Company's S-1 filings for Impact BioMedical approximating $87,000 for
the years ended December 31, 2023.

 Administration
of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services

 The Company's Audit Committee Charter requires that the Audit Committee
establish policies and procedures for pre-approval of all audit or permissible non-audit services provided by the Company's independent
auditors. Our Audit Committee approved, in advance, all work performed for year ended December 31, 2023 by our principal accountant, Grassi & Co. CPAs, P.C. The Audit Committee may establish, either on an ongoing or case-by-case
basis, pre-approval policies and procedures providing for delegated authority to approve the engagement of the independent registered
public accounting firm, provided that the policies and procedures are detailed as to the particular services to be provided, the Audit
Committee is informed about each service, and the policies and procedures do not result in the delegation of the Audit Committee's
authority to management. In accordance with these procedures, the Audit Committee pre-approved all services performed by Grassi &
Co. CPAs, P.C.

 PART
IV

 ITEM
15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (b)
Exhibits

 Exhibit

 Description

 3.1

 Certificate of Incorporation of Document Security Systems, Inc., as amended (incorporated by reference to exhibit 3.1 to Form 8-K dated August 25, 2016).

 3.2

 Fourth Amended and Restated By-laws of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated June 22, 2018).

 3.3

 Certificate of Amendment of Certificate of Incorporation of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated August 27, 2020).

 3.4

 Certificate of Correction to the Certificate of Amendment of Certificate of Incorporation of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated November 6, 2020).

 3.5

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 to Form 8-K filed January 8, 2024).

 4.1

 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934*

 10.1

 Document Security Systems, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (incorporated by reference to Annex H to Proxy Statement/Prospectus contained in the Registration Statement on Form S-4 originally filed with the SEC on November 26, 2012).

 10.2

 Investment Agreement dated as of February 13, 2014 by and among DSS Technology Management, Inc., Document Security Systems, Inc., Fortress Credit Co LLC and the Investors named therein (incorporated by reference to exhibit 10.1 to Form 8-K dated February 18, 2014).

 10.3

 Form of Securities Purchase Agreement for September 2015 Financing (incorporated by reference to exhibit 10.1 to Form 8-K dated September 17, 2015).

 10.4

 Form of Common Stock Purchase Warrant for September 2015 Financing (incorporated by reference to exhibit 10.2 to Form 8-K dated September 17, 2015).

 10.5

 Form of amended Securities Purchase Agreement for September 2015 Financing (incorporated by reference to exhibit 10.1 to Form 8-K dated October 2, 2015).

 10.6

 Form of amended Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to Form 8-K dated November 30, 2015).

 10.7

 Proceeds Investment Agreement between Document Security Systems, Inc. and Brickell Key Investments LP dated November 14, 2016 (incorporated by reference to exhibit 10.30 to Form 10-K dated March 28, 2017).

 10.8

 Common Stock Purchase Warrant between Document Security Systems, Inc. and Brickell Key Investments LP dated November 14, 2016 (incorporated by reference to exhibit 10.31 to Form 10-K dated March 28, 2017).

 10.9

 First Amendment to Investment Agreement and Certain Other Documents between DSS Technology Management, Inc., Document Security Systems, Inc., Fortress Credit Co LLC and Investors dated December 2, 2016 (incorporated by reference to exhibit 10.32 to Form 10-K dated March 28, 2017).

 10.10

 Form of Common Stock Purchase Warrant (incorporated by reference to exhibit 4.1 to Form 8-K dated September 6, 2017).

 10.11

 Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to Form 8-K dated September 6, 2017).

 10.12

 Securities Exchange Agreement, dated September 12, 2017, between Document Security Systems, Inc. and Hengfai Business Development Pte. Ltd. (incorporated by reference to exhibit 10.1 to Form 8-K dated September 15, 2017).

 10.13

 2021 Employment Agreement entered by and between the Company and Frank Heuszel on November 13, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated November 19, 2020).

 10.14

 2020 Amendment entered by and between the Company and Frank Heuszel on November 13, 2020

 10.15

 Executive Employment Agreement with Mr. Jason Grady (incorporated by reference to exhibit 10.2 to Form 10-Q dated November 13, 2019).

 10.16

 Executive Employment Agreement with Mr. Heng Fai Ambrose Chan (incorporated by reference to exhibit 10.3 to Form 10-Q dated November 13, 2019).

 10.17

 2020 Amendment entered by and among the Company, DSS Cyber Security Pte. Ltd. and Heng Fai Chan on November 19, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated November 25, 2020).

 10.18

 2020 Employee, Director and Consultant Equity Incentive Plan *

 10.19

 Term Sheet dated March 3, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated March 6, 2020).

 10.20

 Promissory Note dated March 3, 2020 (incorporated by reference to exhibit 10.2 to Form 8-K dated March 6, 2020).

 10.21

 Form of Warrant (incorporated by reference to exhibit 10.3 to Form 8-K dated March 6, 2020).

 10.22

 Stockholder Agreement (incorporated by reference to exhibit 10.4 to Form 8-K dated March 6, 2020).

 10.24

 Share Exchange Agreement dated as of April 27, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated May 1, 2020.

 10.25

 Underwriting Agreement, dated June 16, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated June 19, 2020).

 10.26

 Underwriting Agreement, dated July 1, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated July 1, 2020).

 10.27

 Underwriting Agreement, dated July 28, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated July 31, 2020).

 10.28

 Securities Purchase Agreement, by and among, Sharing Services Global Corporation, and Decentralized Sharing Systems, Inc., dated April 5, 2021 (incorporated by reference to exhibit 1.1 to Form 8-K, filed with the Commission on April 9, 2021

 10.29

 Convertible Promissory Note, dated April 5, 2021 (incorporated by reference to exhibit 10.2 to Form 8-K filed with Commission on April 9, 2021)

 10.30

 Stock Purchase Agreement between Proof Authentication Corporation and Document Security Systems, Inc. dated May 7, 2021 Relating to the Purchase and Sale of 100% of the Shares of DSS Digital Inc. (incorporated by reference to Exhibit 1.1 to Form 8-K filed with the Commission on May 11, 2021)

 10.31

 Underwriting Agreement between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to Form 8-K filed with the Commission on June 17, 2021)

 10.32

 Subscription Agreement by and among DSS, Inc. and Alset EHome International, Inc., dated September 3, 2021 (incorporated by reference to Exhibit 1.1 to Form 8-K filed with the Commission on September 10, 2021)

 10.33

 Stock Purchase And Share Subscription Agreement between Decentralized Sharing Systems, Inc., and DSS, Inc. relating to the purchase of Sharing Services Global Corporation shares (incorporated by reference to exhibits 10.1 and 10.2 of the Form 8-K filed with the Commission on December 29, 2021)

 10.34

 Stock Purchase Agreement dated as of January 18, 2022, by and between DSS, Inc. and Alset EHome International, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

 10.35

 Stock Purchase Agreement dated as of January 18, 2022, by and between DSS, Inc. and Alset EHome International, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

 10.36

 Stock Purchase Agreement dated as of January 25, 2022, by and between DSS, Inc. and Alset EHome International, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

 10.37

 Assignment and Assumption Agreement dated as of February 25, 2022, by and between DSS, Inc. and Alset International Limited (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on February 25, 2022)

 10.38

 Convertible Promissory Note Agreement, as between the Alset International Limited and American Medical REIT Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on February 25, 2022)

 10.39

 Amendment to Stock Purchase Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on March 1, 2022)

 10.40

 True Partner Stock Purchase Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on March 1, 2022)

 10.41

 True Partner Termination Agreement, between DSS, Inc. and Alset EHome International Inc., dated as of February 28, 2022 (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on March 1, 2022)

 10.42

 DSS Termination Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.4 to Form 8-K filed with the Commission on March 1, 2022)

 10.43

 Certificate of Amendment of Certificate of Incorporation of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the Commission on June 3, 2022)

 10.44

 Amendment No. 1 to Fifth Amended and Restated By-laws of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the Commission on June 3, 2022)

 10.45

 Assignment and Assumption Agreement, by and between Alset International Limited and DSS, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on July 14, 2022)

 10.46

 Convertible Promissory Note as between the Alset International Limited and American Medical REIT Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on July 14, 2022)

 10.47

 Amendment No.1 to Assignment and Assumption Agreement as between DSS, Inc. and Alset International Limited (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on July 14, 2022)

 10.48

 Letter Agreement dated April 17, 2023, by and between Sharing Services Global Corporation and Decentralized Sharing Systems, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 18, 2023.)

 10.49

 Letter agreement between Frank D. Heuszel and DSS, Inc. executed December 12, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2023.)

 10.50

 Letter agreement between Jason Grady and DSS, Inc. executed December 15, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 18, 2023.)

 10.51

 Letter agreement between Todd Mack and DSS, Inc. executed December 15, 2023 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on December 18, 2023.)

 10.52

 Amendment to Promissory Note effective January 18, 2024 between DSS, Inc. and Impact BioMedical, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 22, 2024).

 10.53

 Clawback Policy

 21.1

 Subsidiaries of Document Security Systems, Inc.*

 23.2

 Consent of Turner, Stone & Company, L.L.P*

 31.1

 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*

 31.2

 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*

 32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 32.2

 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith

 ITEM
16 – Form 10K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 DSS,
INC.

 March

 By:

 /s/
 Frank D. Heuszel

 Frank
 D. Heuszel

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 March

 By:

 /s/
 Todd D. Macko

 Todd
 D. Macko

 Chief
 Financial Officer

 (Principal Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 March

 By:

 /s/
 Frank D. Heuszel

 Frank
 D. Heuszel

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 March

 By:

 /s/
 Todd D. Macko

 Todd
 D. Macko

 Chief
 Financial Officer

 (Principal Financial and Accounting Officer)

 March

 By:

 /s/
 Jason Grady

 Jason
 Grady

 Chief
 Operating Officer

 March

 By:

 /s/
 Heng Fai Ambrose Chan

 Heng
 Fai Ambrose Chan

 Chairman
 of the Board and CEO of DSS International, Inc.

 March

 By:

 /s/
 Hiu Pan Joanne Wong

 Hiu Pan Joanne Wong

 March

 By:

 /s/
 Jos Escudero

 Jos
 Escudero

 March

 By:

 /s/
 Shui Yeung Frankie Wong

 Shui Yeung Frankie Wong

 March

 By:

 /s/
 Tung Moe Chan

 Tung
 Moe Chan

 March 27, 2024

 By:

 /s/ Lim
 Sheng Hon Danny

 Lim Sheng Hon Danny

 March

 By:

 /s/
 Wai Leung William Wu

 William
 Wu