What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-31 compared with 2020-03-31 · 706 added, 511 removed, 534 unchanged (70% of the section changed)

36 unchanged sentences

Company did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation

of duties over complex transactions.

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

Company lacks adequately defined processes, procedures and controls surrounding the Company’s accounting for income taxes.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

12 unchanged sentences

of the Material Weaknesses

believes it has taken significant steps during 2019 , and subsequently in 2020, to strengthen our overall internal controls

and eliminate the material weakness of those controls.

believes it has taken significant steps during 2019, and subsequently in 2020, to strengthen our overall internal controls and

eliminate the material weakness of those controls.

During the 2021 fiscal year, the Company will document and test the remediations

1 unchanged sentence

Such remediation includes the following:

Company has hired a Vice President of Finance for its Printed Products group, who will also be utilized to assist in the Company’s

financial reporting process.

with hiring a Senior Corporate Accountant, and a Senior Financial Analyst, the Company has re-assigned responsibilities of

other staff members to assist in the Company’s financial reporting as well as segregating

with hiring a Senior Corporate Accountant, a Senior Financial Analyst, and a Staff Accountant, 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’

18 unchanged sentences

evaluation of the adequacy of the Company’s policies and procedures in the areas of internal operational controls.

Company will engage an external, independent tax firm, to prepare its annual tax provision to ensure the proper processes,

procedures, and controls are in place to adequately prepare and report upon its income tax position.

Company is committed to maintaining a strong internal control environment and believes that these remediation efforts will represent

4 unchanged sentences

in Internal Control over Financial Reporting

changes in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2019,

changes in the Company’s internal control over financial reporting occurred during the year ended December 31, 2020

as the Company continued to implement the remediation steps described above, we have not been able to fully document and test

5 unchanged sentences

Overview, Strategic Business Plan, Exiting Unprofitable Business Lines, which information is incorporated in this Item 9B by reference.

intends to hold its 2020 Annual Meeting of Stockholders in late 3 rd quarter or early 4 th quarter of 2020.

intends to hold its 2021 Annual Meeting of Stockholders at the end of the second quarter of 2021.

10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Company’s Board of Directors currently consists of seven directors;

Company’s Board of Directors currently consists of eight directors;

the Board size was reduced from nine to seven persons

2 unchanged sentences

The Board, also upon recommendation and approval by the Nominating and Corporate

Governance Committee, reduced the size of the Board to seven members effective at the time of the Annual Meeting.

Governance Committee, increased the size of the Board to eight members effective September 2020.

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

Executive Officer, Interim Chief Financial Officer and Director

Executive Officer, and Director

Operating Officer

Chief Financial Officer

Fai Ambrose Chan

B iographical

and certain other information concerning the Company’s officers and directors is set forth below.

There are no familial

relationships among any of our directors.

Except as indicated below, none of our directors is a director in any other reporting

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.

Director/Officer Since

“JT”

Wah Wai Lowell Lo

and certain other information concerning the Company’s directors is set forth below.

There are no familial relationships

among any of our directors.

Except as indicated below, none of our directors is a director in any other reporting companies.

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.

Director/Officer

Occupation or

Occupations and Directorships

Interim CFO, Frank Heuszel has served as a director of the Company since July 30, 2018.

He has served as the Company’s Chief Executive Officer since April 11, 2019, and

as the Company’s interim Chief Financial Officer since April 17, 2019.

is a practicing attorney, a Certified Public Accountant, and a Certified Internal Auditor,

and has over 39 years of experience in accounting and finance matters.

Heuszel’s

law practice focuses on the regulation and operation of banks, corporate restructures,

and mergers and acquisitions.

Heuszel’s experience and expertise in the areas

of evaluating financial statements and complex financial transactions has been beneficial

to the Company and qualifies him to serve on the Company’s Board of Directors.

July 2018, Mr.

Grady has been President of Premier Packaging Corporation (“PPC”), a multi-division folding carton

and security packaging company and wholly-owned subsidiary of the Company.

Heuszel has served as a director of the Company since July 30, 2018, and from July

2018 to April 2019, he served as chairman of the Company’s Audit Committee.

October 28, 2020, he served as both the Company’s Chief Executive Officer and Interim

Chief Financial Officer since April 17, 2019.

Since then he serves only as the Chief

Executive Officer and a director of the Company Mr.

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.

operated a successful law practice focused on the litigation, corporate restructures,

and merger and acquisitions, and collections.

In addition to being an attorney and executive

Heuszel is also a Certified Public Accountant (retired), and a Certified

Internal Auditor.

Heuszel graduated from The University of Texas at Austin and from

The South Texas College of Law, Houston.

September 29, 2020, Mr.

Heuszel was elected to the Board of Directors of the publicly traded company, Sharing Services Global

Corporation, which is an OTCQB public company.

At the time of the appointment, DSS owned 32.2% of the outstanding shares of

Sharing Services, a diversified company dedicated to maximizing shareholder value through the acquisition and development

of innovative companies, products, and technologies in the direct selling industry.

Grady has served as Chief Operating Officer of the Company since August of 2019 and,

from July 2018, Mr.

Grady has also served as President of Premier Packaging Corporation,

a multi-division folding carton and security packaging company and wholly-owned subsidiary

of the Company.

From April 2010 through July 2018, Mr.

as the Company’s Vice President of Sales.

Grady’s role included strategic leadership and driving key initiatives

that include re-engineering sales organizations, new business development, international sales, sales management and corporate

He was responsible for the overall management of multi-divisional sales including anti-counterfeit & authentication

solutions, enterprise security software technologies, and document security printing.

Prior to joining the Company, Mr.

served as Sales Director for the Paul T.

Freund Corporation, a custom-ridged set up box manufacturer, from May 2009 to August

Grady also served as Vice President of Marketing for Parlec, Inc., a multi-market machine tool manufacturer, from

October 2004 to May 2009.

Grady held the position of Marketing Manager for Fonte Health Care Solutions from December 2002

to October 2004 and previously served as Sales and Marketing Executive for OutStart, an enterprise e-learning software company.

Grady obtained an undergraduate degree in marketing and design and a Masters Degree in Business Administration from the

Rochester Institute of Technology.

Thatch has served as a director of the Company since May 9, 2019 and as Lead Independent Director since December 9, 2019.

Thatch is an accomplished professional and entrepreneur who has started, owned and operated several businesses in various

industries and in both the public and private arena.

The industries in which his companies have operated include the service,

retail, wholesale, education, finance, real estate management and technology industries.

Since March 2018, Mr.

served as the Chief Executive Officer and a director of Sharing Services Global Corporation, a publicly traded holding company

focused in the direct selling and marketing industry.

He is also a principal owner of Superior Wine & Spirits, a Florida-based

company that imports, wholesales and distributes wine and liquor throughout the State of Florida.

He has been involved in

this business venture since February of 2016.

Thatch served as Chief Executive Officer of Universal Education Strategies,

from January 2009 - January 2016, an organization consisting of six companies that specialized in the development and

sales of educational products and services.

From 2000 - 2005, he was the Chief Executive Officer of Onscreen Technologies,

Inc., currently listed on NASDAQ as CUI Global, Inc., a global leader in the development of cutting-edge thermal management

technologies for integrated LED technologies, circuits and superconductors.

Thatch was responsible for all aspects of

the company including board and shareholder communications, public reporting and compliance with Sarbanes-Oxley, structuring

and managing the firm’s financial operations, and expansion initiatives for all corporate products and services.

Thatch’s public company financial and management experience in the strategic growth and development of various companies

qualify him to Board serve on the Company’s Board of Directors and a member of the DSS Audit Committee.

Grady served as the Company’s

Vice President of Sales.

As chief operating officer at Document Security Systems (DSS),

a multinational public corporation with 9 businesses lines and 25 subsidiaries that focus

on brand protection technology, blockchain security, direct marketing, healthcare, nutraceutical,

real estate, and securitized digital and virtual assets, and as president at Premier

Packaging Corporation (PPC), Mr.

Grady’s role includes the management of multiple

divisions, advising the direction of each of the company’s newly-formed subsidiaries,

and the research and development of emerging market opportunities across diverse business

He has restructured more than 10 corporations during his tenure and successfully

driven key initiatives for rapid business development, international sales growth increases,

and the development of strategic sales management and corporate marketing strategies,

resulting in the securing of long-term plans for expansion and growth and economic benefits

for shareholders.

to his success at DSS, Mr.

Grady served as Vice President of Marketing for the Parlec Corporation, a multi-market machine tool

manufacturer, as the Director of Business Development for Berlin Packaging Corporation, a custom ridged box and folding carton

manufacturer, and as a sales and marketing executive for OutStart, Inc.

an enterprise e-learning software company.

Grady obtained

an undergraduate degree in Marketing and Communications and a Masters Degree in Business Administration from the Rochester Institute

of Technology.

Macko was promoted to Interim Chief Financial Officer effective October 28, 2020.

Macko previously served as the Vice President of Finance of the Company.

President of Finance, Mr.

Macko’s responsibilities included assisting DSS’s

Interim Chief Financial 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.

Macko is a Certified Public Accountant with over 25 years of public and corporate financial management, business leadership

and corporate strategy.

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.

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.

Macko obtained is Bachelor of Science in Accounting from Rochester Institute of Technology.

Fai Ambrose Chan

Fai Ambrose Chan has served as a director of the Company since February 12, 2017 and

as Chairman of the Board since March 2019.

He has also served as an officer of the Company’s

wholly owned subsidiary, DSS International, Inc.

since July of 2017.

Chan is an accomplished

global business veteran with more than 40 years of experience.

Chan specializes in

financial restructuring and corporate transformation to unlock value and unleash entrepreneurial

zeal while managing risks.

Chan is actively involved across the globe in corporate restructures, governance and entrepreneurial ventures in several

diversified industries.

Some of the remarkable companies that he has built, rescued, or transformed include American Pacific Bank

(USA), China Gas Holdings Limited and Heng Fai Enterprises Limited both (listed on The Stock Exchange of Hong Kong), Global Med

Technologies, Inc.

medical software company exited for US$60 million), and Singhaiyi Group Ltd (listed on the Singapore

Chan serves on the Board of Directors of a number of distinguished organizations among his noteworthy accomplishments.

Chan has served as a member of the Board of Directors of Sharing Services Global Corporation since April of 2020, and has served

as the Chairman of the Board and Chief Executive Officer of Alset Ehome International, Inc.

since its inception.

served as a Director of Alset International’s 99.98%-owned subsidiary, GigWorld Inc., since October 2014.

He has served

as a member of the Board of Directors of OptimumBank Holdings, Inc.

and as a Non-Executive Director of Holista CollTech Ltd.,

since June 2018 and July of 2013, respectively.

Chan’s previous service record further highlights his extensive business acumen.

From 1995 to 2015, Mr.

Chan served as Managing

Chairman of Hong Kong-listed Zensun Enterprises Limited (formerly Heng Fai Enterprises Limited), an investment holding company,

and has served as a member of the Board of Zensun Enterprises Limited since September 1992.

Chan was formerly the Managing

Director of SingHaiyi Group Ltd., a public Singapore property development, investment, and management company (“SingHaiyi”),

from March 2003 to September 2013, and was Executive Chairman of China Gas Holdings Limited, an investor and operator of the city

gas pipeline infrastructure in China, from 1997 to 2002 .

Chan served as Director of Global Medical REIT Inc., a healthcare facility real estate company, from December 2013 to July

He also served as a Director of Skywest Ltd., a public Australian airline company from 2005 to 2006, and from November 2003

to September 2013, he was a Director of SingHaiyi.

Chan served as a member of the Board of Directors of RSI International

Systems, Inc., the developer of RoomKeyPMS, a web-based property management system, from June 2014 to February 2019.

“JT”

Thatch has served as a director of the Company since May 9, 2019 and

as Lead Independent Director since December 9, 2019.

Thatch, is an accomplished,

energetic, entrepreneur minded Executive who has the vision and knowledge to create growth

and shareholder value any organization.

Thatch has successful started, owned and

operated several sized businesses in various industries that include service companies,

retail, wholesale, on-line learning, finance, real estate management and technology.

March 2018, Mr.

Thatch has served as the Chief Executive Officer and a director of Sharing

Services Global Corporation, a publicly traded holding company focused in the direct

selling and marketing industry.

He is also a member of Superior Wine & Spirits, a

Florida-based company that imports, wholesales and distributes wine and liquor throughout

the State of Florida since February of 2016.

Thatch served as Chief Executive Officer

of Universal Education Strategies, Inc.

from January 2009 -January 2016, an organization

the development and sales of educational products and services.

From 2000 - 2005, he

was the Chief Executive Officer of Onscreen Technologies, Inc., currently listed on NASDAQ

as Orbital Energy Group “OEG”, a global leader in the development of cutting-edge

thermal management technologies for integrated LED technologies, circuits, superconductors

and solar energy solutions.

Thatch was responsible for all aspects of the company

including board and stockholder communications, public reporting and compliance with

Sarbanes-Oxley, structuring and managing the firm’s financial operations, and expansion

initiatives for all corporate products and services.

Thatch’s public company

financial and management experience in the strategic growth and development of various

companies qualify him to Board serve on the Company’s Board of Directors and a

member of the DSS Audit Committee.

Escudero has served as a director of the Company since August 5, 2019.

He has served as the Managing Partner at BMI Capital

Spain, a private investment bank, since September 2013.

Previously, Mr.

Escudero served as Principal at Hallman & Burke,

an international consulting firm, from July 2009 through September 2013.

He is currently

Chief Strategy and M&A Officer at Certisign, the Brazilian fintech leader in the

Identity & Access Management.

is also the Managing Partner at BMI Capital Spain, a private investment bank and turnaround firm, since September 2013.

Escudero served as Principal at Hallman & Burke, an international management consulting firm, from July 2009 through September

Escudero has a B.Sc.

in Economics from the Francisco

de Vitoria University and a Master’s degree in Corporate Finance and Investment Banking from the Options & Futures

Escudero’s experience in merger and acquisitions, corporate finance, and international trade along with

his education in economics and finance and investment banking qualifies him to serve on the Company’s Board of Directors

Lee (also known as Samson Lee) has served as a director of the Company since August 5, 2019.

He co-founded STO Global X, a

technology and service provider for security token exchange solutions, in December 2017.

He has also served as the Chief Crypto-Economic

Advisor for Gibraltar Stock Exchange and Gibraltar Blockchain Exchange since September 2017.

In November 2016, Mr.

Coinstreet Partners, a consultancy firm focused on blockchain, fintech, cryptocurrency and digital assets, and has served

as its Chief Executive Officer since inception.

Lee previously served as Managing Director at uCast Global Asia from December

2015 through November 2016.

Lee also served as the Executive Vice President of the Greater China region at Movideo from

June 2015 through December 2015 and as Vice President and General Manager of the Greater China and South Asia Pacific regions

at NeuLion Inc.

from July 2008 through June 2015.

Lee received his Bachelor of Commerce degree from the University of

Toronto and his MBA and MS degrees from the Hong Kong University of Science and Technology.

Lee’s extensive experience

and recognized expert in the fields of technology, blockchain, cryptocurrency and fintech, combined with his experience as

Chief Executive Officer and Managing Director of successful international businesses qualifies him to serve on the Company’s

Board of Directors and a member of the DSS Audit Committee

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.

Wu previously served as the executive director and chief executive officer of Power Financial

Group Limited from November 2017 to January 2019.

Wu has served as a director of

Asia Allied Infrastructure Holdings Limited since February 2015.

Wu previously served

as a director and chief executive officer of RHB Hong Kong Limited from April 2011 to

October 2017.

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

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.

in Economics from the Francisco de Vitoria University and a Master’s degree in Corporate Finance and

Investment Banking from the Options & Futures Institute.

Escudero’s experience in corporate transformations, merger and acquisitions, corporate finance, and international trade

along with his education in economics and finance and investment banking qualifies him to serve on the Company’s Board of

Sassuan (Samson) Lee has served as a director of the Company since August 5, 2019.

Lee is the Founder & CEO of Coinstreet Partners (www.coinstreet.partners), an award-winning

decentralized investment banking group and consultancy firm in the F.M.T.

(Finance, Media

& Technology) field.

In addition, Mr.

Lee is Steering Committee Member of TADS Awards

(www.tadsawards.org), Honorary Guest Lecturer & Fintech and Blockchain Committee

of Hang Seng University of Hong Kong (EDC), Vice President of Blockchain Applications

& Investment Alliance (www.bcaia.org), Founding Chairman of the Asia Pacific Digital

Economy Institute (www.apdei.org), Co-organizer of Global Online Investment Roadshow

(www.goir.info), as well as Co-Founder of The STO Lab (www.thestolab.com), DFINI (www.dfini.com),

and Ethereum South China Community.

Lee currently serves on the board of directors

of Sharing Services Global Corporation, which is an OTCQB public company.

Lee has over 25 years’

experience in TMET sector, with substantial success in commercializing various blockchain, digital

and e-business projects.

Lee graduated with an MBA and a Master of Science degrees from the Hong Kong University of Science

and Technology, and a Bachelor of Commerce degree from the University of Toronto.

Lee’s extensive experience and recognized expert in the fields of technology, blockchain, cryptocurrency and fintech, combined

with his experience as Chief Executive Officer and Managing Director of successful international businesses qualifies him to serve

on the Company’s Board of Directors and a member of the DSS Audit Committee.

Leung William Wu

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.

Wu previously served as the executive director and chief executive

officer of Power Financial Group Limited from November 2017 to January 2019.

served as a director of Asia Allied Infrastructure Holdings Limited since February 2015.

Wu previously served as a director and chief executive officer of RHB Hong Kong Limited

from April 2011 to October 2017.

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.

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.

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).

Wu has served as a member of the Guangxi Zhuang Autonomous

Region Committee of the Chinese People’s Political Consultative Conference in January 2013.

Wu’s experience

in banking, capital markets, investment banking, Asian economic and banking dynamics, and education in corporate finance

and asset management qualifies him to serve on the Company’s Board of Directors and a member of the DSS Audit Committee.

Lo Wah Wai (also

known as Lowell Lo) has served as a director of the Company since April 12, 2019.

Lo is currently Chairman and Managing

Director of the BMI Intelligence Group Limited, a leading corporate consulting and financial services firm in the Asia Pacific

Region he founded in 1995, and is responsible for the overall management, strategic planning and development of the firm.

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).

Wu has served as a member of the Guangxi Zhuang Autonomous Region Committee

of the Chinese People’s Political Consultative Conference in January 2013.

Wu’s experience in banking, capital

markets, investment banking, Asian economic and banking dynamics, and education in corporate finance and asset management

qualifies him to serve on the Company’s Board of Directors and a member of the DSS Audit Committee.

Wai Lowell Lo

Wah Wai Lowell Lo (also known as Lowell Lo) has served as a director of the Company since April 12, 2019.

Lo is currently

Chairman and Managing Director of the BMI Intelligence Group Limited, a leading corporate consulting and financial services

firm in the Asia Pacific Region he founded in 1995, and is responsible for the overall management, strategic planning and

development of the firm.

Prior to establishing BMI Intelligence Group Limited, Mr.

Lo was the Audit Manager of Deloitte Touche Tohmatsu for nine years,

including two years of service in Deloitte’s U.S.

headquarters.

Lo has extensive experience with initial public

offerings and has participated in the listings of several companies including Ajisen Remen, 361 Degrees Group, Lilanz Group

Lo’s professional qualifications include Hong Kong Certified Public Accountants (CPA), American Institute

of Certified Public Accountants (AICPA), Information Systems Auditor and Control Association (ISACA) and Senior International

Finance Manager (SIFM).

Lo is also currently and independent, non-executive board member of Chongqing Machinery &

Electric Co., Ltd.

And Tenfu (Cayman) Holdings Company Limited, both Hong Kong Exchange-listed companies.

his bachelor’s degree in Business Administration from the Chinese University of Hong Kong and a master’s degree

from the New Jersey Institute of Technology.

Lo’s financial expertise and experience in the management and strategic

development of various companies qualifies him to serve on the Company’s board of directors.

Occupation or

Occupations and Directorships

Fai Ambrose Chan

Fai Ambrose Chan 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 subsidiary, DSS International Inc.,

since July of 2017.

Chan is an expert in banking and finance, with years of experience in the industry.

Chan has restructured

35 companies in various industries and countries in the past 40 years.

Chan currently serves as the Chief Executive Officer

of Singapore eDevelopment Limited (SED), a publicly traded company on the Singapore Stock Exchange.

He also serves as a director

of BMI Capital Partners International Ltd., a wholly-owned subsidiary of SED.

Chan also serves on the board of Holista

CollTech Limited, a publicly traded company listed on the Australian Securities Exchange.

Chan formerly served as (i)

Managing Chairman of Heng Fai Enterprises Limited (now known as ZH International Holdings Limited) which trades on the Hong

Kong Stock Exchange;

(ii) the Managing Director of SGX Catalist-listed SingHaiyi Group Ltd., which under his leadership, transformed

from a failing store-fixed business provider with net asset value of less than $10 million into a property trading and investment

company and finally to a property development company with net asset value over $150 million before Mr.

Chan ceded controlling

interest in late 2012;

(iii) the Executive Chairman of China Gas Holdings Limited, a formerly failing fashion retail company

listed on the Hong Kong Stock Exchange, which under his direction, was restructured to become one of the few large participants

in the investment in and operation of city gas pipeline infrastructure in China;

(iv) a director of Global Med Technologies,

Inc., a medical company listed on NASDAQ engaged in the design, development, marketing and support information for management

software products for healthcare-related facilities;

(v) a director of Skywest Limited, an ASX-listed airline company;

(vi) the Chairman and Director of American Pacific Bank.

Chan acquired American Pacific Bank, a full-service

commercial bank, and brought it out of bankruptcy.

He recapitalized, refocused and grew the bank’s operations.

Under his guidance it became a NASDAQ-listed high asset quality bank with zero loan losses for over five consecutive years

before it was ultimately bought and merged into Riverview Bancorp Inc.

Chan’s international business contacts and

experience qualifies him to serve on our Board of Directors.

Lo was the Audit Manager of Deloitte Touche

Tohmatsu for nine years, including two years of service in Deloitte’s U.S.

Lo’s professional qualifications

include Hong Kong Certified Public Accountants (CPA), American Institute of Certified Public Accountants (AICPA).

also currently independent, non-executive board member of Chongqing Machinery & Electric Co., Ltd.

And Tenfu (Cayman)

Holdings Company Limited, both Hong Kong Exchange-listed companies.

Lo received his bachelor’s degree in Business

Administration from the Chinese University of Hong Kong and a master’s degree from the New Jersey Institute of Technology.

Lo’s financial expertise and experience in the management and strategic development of various companies qualifies

him to serve on the Company’s board of directors

Tung Moe Chan has served as a director of the Company since September 2020.

serves as a director and Co-Chief Executive Officer of Singapore Exchange-listed Alset

International Limited, where he has held various positions since 2015.

In addition, since

August 2020, he has served as Director of Corporate Development of American Medical REIT

to that, in 2015 he was Group Chief Operating Officer of Hong Kong Stock Exchange listed

Zensun International Limited where he was responsible for the 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.

Moe Chan served as a director of MasterCard issuer Xpress Finance Limited as well

as RSI International Systems Inc., which was a hotel software company listed on the Toronto

Stock Exchange.

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.

of Directors and Committees

3 unchanged sentences

Sassuan Lee and Mr.

Escudero qualify as independent directors (as defined under Section 803 of the NYSE American LLC Company Guide).

Jose Escudero qualify as independent

directors (as defined under Section 803 of the NYSE American LLC Company Guide).

fiscal 2020, each of the Company’s independent directors attended or participated in 96% or more of the aggregate of (i)

2 unchanged sentences

served on such committee.

During the fiscal year ended December 31, 2019, the Board held 13 meetings and acted by written consent

on one occasion.

During the fiscal year ended December 31, 2020, the Board held four meetings and acted by written consent

on six occasions.

December 9, 2019, the Board appointed Mr.

Thatch as the Lead Independent Director, effective immediately.

serve as the Lead Independent Director until his successor is duly appointed and qualified, or until his earlier removal or resignation

Thatch will serve

as the Lead Independent Director until his successor is duly appointed and qualified, or until his earlier removal or resignation

or such time as he is no longer considered an independent director under the New York Stock Exchange listing standards.

8 unchanged sentences

Act of 1934, as amended (the “Exchange Act”).

The Audit Committee held 7 meetings in 2019, and acted by written consent

on 0 occasions.

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 1, 2019, the Audit Committee is comprised of

John Thatch, Mr.

The Audit Committee held four meetings in 2020.

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, 2020, the Audit Committee is comprised of Mr.

Thatch and Mr.

Lee is qualified as a “financial

expert”

as defined in Item 407 under Regulation S-K of the Securities Act of 1933, as amended.

Each of the members of the

Audit Committee is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide).

serves as Chairman of the Audit Committee.

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.

Lee is qualified as a “financial expert”

as defined in Item 407 under Regulation S-K

of the Securities Act of 1933, as amended.

Each of the members of the Audit Committee is an independent director (as defined under

Section 803 of the NYSE American LLC Company Guide).

Thatch serves as Chairman of the Audit Committee.

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 .

and Management Resources Committee

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The Compensation

and Management Resources Committee held two meetings in 2019.

and Management Resources Committee held three meetings in 2020.

Compensation and Management Resources Committee is responsible for, among other things, (a) reviewing all compensation arrangements

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Resources Committee consists of Mr.

Jose Escudero, Mr.

William Wu and Mr.

Sassuan Lee, with Mr.

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 .

Escudero, Mr.

Wai Leung William Wu and Mr.

Sassuan (Samson) Lee, with Mr.

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.

duties and responsibilities of the Compensation and Management Resources Committee in accordance with its charter are to review

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and Corporate Governance Committee consists of Mr.

John Thatch, the Chairman of the committee, Mr.

Sassuan Lee and

Jose Escudero, each of whom is an independent director (as defined under Section 803 of the NYSE American LLC Company

The Nominating and Corporate Governance Committee held 5 meetings in 2019, and did not act by written consent.

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 shareholders 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.

John “JT”

Thatch, the Chairman of the committee, Mr.

Sassuan (Samson)

Escudero, each of whom is an independent director (as defined under Section 803 of the NYSE American LLC

Company Guide).

The Nominating and Corporate Governance Committee held one meeting in 2020 and did not act by written consent.

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.

Company has adopted a Code of Ethics that establishes the standards of ethical conduct applicable to all directors, officers and

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the Corporate Governance section of our web site at www.dsssecure.com.

Section 16(a) Reports

solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that

as of the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on

a timely basis with all Section 16(a) filing requirements, except except Mr.

Sassuan (Samson) Lee, Mr.

Wai Leung William Wu each failed to file a Form 4 with respect to individual grants of 1,020 shares of the Company’s

Common Stock, pursuant to the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan that each director

received on April 3, 2020.

ABOUT OUR EXECUTIVE OFFICERS

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Heuszel has been serving as the Chief Executive Officer and Interim Chief Financial Officer of the Company.

On October 28, 2020, Mr.

Heuszel became solely the CEO and transferred the Interim Chief Financial Officer title to Todd D.

The biography for Mr.

Heuszel is contained herein in the information disclosures relating to the Company’s directors above.

Heuszel and Mr.

Macko is contained herein in the information disclosures relating to the Company’s

directors above.

July 11, 2019, the Board appointed Mr.

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On March 27, 2019, in anticipation

of the departure of Jeffrey Ronaldi from his position as the Company’s Chief Executive Officer, the Board of Directors of

the Company determined to reassign Mr.

Ronaldi’s responsibilities to Philip Jones, who was then serving as the Company’s

of the departure of Mr.

Ronaldi from his position as the Company’s Chief Executive Officer, the Board of Directors of the

Company determined to reassign Mr.

Ronaldi’s responsibilities to Mr.

Jones, who was then serving as the Company’s

Chief Financial Officer.

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On March 27, 2019,

Philip Jones assumed the role of interim Principal Executive Officer in addition to his duties as Chief Financial Officer of the

Jones assumed the role of interim Principal Executive Officer in addition to his duties as Chief Financial Officer of the

On April 9, 2019, Mr.

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following table sets forth the compensation earned by each of the persons serving as the Company’s Chief Executive Officer,

Chief Financial Officer and President, referred to herein collectively as the “Named Executive Officers”, or NEOs,

for services rendered to us for the years ended December 31, 2019 and 2018:

principal position

Incentive Plan

Interim Chief Financial Officer, President, referred to herein collectively as the “Named Executive Officers”, or

NEOs, for services rendered to us for the years ended December 31, 2020 and 2019:

and principal position

Incentive Plan Compensation

Deferred Compensation Earnings

Other Compensation (2)

Heuszel, Chief Executive Officer

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Jones, Chief Financial Officer

Ronaldi, Chief Financial Officer

Macko, Interim Chief Financial Officer

Rinaldi, Chief Executive Officer

Bzdick, President (4)

Represents the total grant date fair value of restricted stock awards computed in accordance with FASB ASC 718.

Our policy and assumptions made in the valuation of share-based payments are contained in Note 10 to our financial statements for the year ended December 31, 2019.

Includes health insurance premiums, retirement

matching funds and automobile expenses paid by the Company.

Includes $8,000 Mr.

Heuszel received for his service as an independent

director from January 1, 2019 through April 18, 2019, after which he no longer served as an independent director as he became

the Company’s Executive Officer and interim Chief Financial Officer.

Includes $9,500 Mr.

Heuszel received

for his service as an independent director.

Bzdick served as President of the

Company and Chief Executive Officer of Premier Packaging Corporation, a wholly-owned subsidiary of the Company, until August

the total grant date fair value of restricted stock awards computed in accordance with FASB ASC 718.

Our policy and assumptions

made in the valuation of share-based payments are contained in Note 10 to our financial statements for the year ended December

31, 2019 or December 31, 2020

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

Heuszel received for his service as an independent director from January 1, 2019 through April 18, 2019, after

which he no longer served as an independent director as he became the Company’s Executive Officer and interim Chief

Financial Officer.

Bzdick served as President of the Company and Chief Executive Officer of Premier Packaging Corporation, a wholly-owned subsidiary

of the Company, until August 1, 2018.

and Severance Agreements

Heuszel has served as the Company’s Chief Executive Officer since April 11, 2019, and also as the Company’s interim

Chief Financial Officer since April 17, 2019.

Upon his appointment, the Company agreed to pay Mr.

Heuszel cash compensation in

the amount of $7,500 per month for his combined services as interim Chief Executive Officer and Chief Financial Officer.

27, 2019, the Company entered into an executive employment agreement with Mr.

Pursuant to the agreement, Mr.

shall receive an annual base salary of $165,000, payable bi-weekly, and shall be eligible to an annual performance bonus in an

Heuszel has served as the Company’s Chief Executive Officer since April 11, 2019, and also as the Company’s

interim Chief Financial Officer since April 17, 2019.

Upon that appointment, the Company agreed to pay Mr.

Heuszel cash compensation

in the amount of $7,500 per month for his combined services as interim Chief Executive Officer and Chief Financial Officer.

August 27, 2019, the Company entered into an executive employment agreement with Mr.

Pursuant to that agreement, Mr.

Heuszel received an annual base salary of $165,000, payable bi-weekly, and was eligible for an annual performance bonus in an

amount up to 100% of his base salary, upon the Company’s achievement of certain net income and gross revenue milestones.

In the event of a change in control of the Company or the termination of Mr.

Heuszel’s employment without cause, Mr.

Under the terms of that employment agreement, in the event of a change in control of the Company or the termination of Mr.

Heuszel’s

employment without cause, Mr.

Heuszel would have received four-months’

salary, payable monthly.

In October 2020, this employment

agreement was extended on the same general terms to expire on December 31, 2020.

Commencing January 1, 2021, the Company and Mr.

Heuszel entered into a new three-year employment agreement scheduled to terminate on December 31, 2023.

Under the terms of this

new employment agreement, Mr.

Heuszel shall receive an annual base salary of $260,000, payable bi-weekly, and he is eligible to

an annual performance bonus in an amount up to 100% of his base salary, upon the Company’s achievement of certain net income

and gross revenue milestones.

As in his previous employment agreement, in the event of his termination without cause, Mr.

shall receive four-months’

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without cause, he shall be entitled to receive four-month’s base salary.

Negotiations are currently in process to renew

the terms of the existing contract.

September 23, 2019, the Company entered in an executive employment agreement with Mr.

Heng Fai Ambrose Chan, a director of the

Company, Chief Executive Officer of the Company’s wholly-owned subsidiary DSS International Inc.

and Chief Executive Officer

of DSS Asia, a wholly-owned subsidiary of DSS International Inc.

Pursuant to the agreement, Mr.

Chan shall receive an annual base

salary of $250,000, payable quarterly in either cash or common stock, subject to availability of shares under a shareholder-approved

The calculation of each quarterly payment of common stock shall be the Company’s average trading price for the

last ten trading days of that quarter.

Chan is also eligible to receive an annual performance bonus, in an amount up to 100%

of his base salary, upon the Company’s achievement of certain net income and gross revenue milestones.

option to have the bonus paid in Company common stock.

In the event of a change in control of the Company or the termination of

Chan’s employment without cause, Mr.

Chan shall receive four-months’

salary, payable monthly.

In connection with

this agreement, Mr.

Chan was awarded 74,770 shares of fully vested restricted stock with a two-year lock-up period and had an

aggregated grant date fair value of approximately $31,000.

Chan’s employment agreement was amended on November 19, 2020,

retroactive to January 1, 2020.

Under the terms of this amendment, Mr.

Chan’s annual salary is set at $1.00 and is eligible

for bonuses based on market capitalization growth, and annual net asset change.

Macko was promoted to Interim Chief Financial Officer on October 29, 2020.

Macko’s annual base salary is $150,000

and he is eligible to receive an annual performance bonus, upon the Company’s achievement of certain net income goals, up

to 50% of his annual base salary.

Company’s previous Named Executive Officers, Robert Bzdick, Jeffrey Ronaldi and Philip Jones are no longer employed by the

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employment had been involuntarily terminated by the Company, he would have

been entitled to receive severance payments in the amount of four months current base-salary.

July 31, 2018, the Company and Robert Bzdick entered into a Non-Compete Letter Agreement (the “Agreement”) whereby

the parties mutually agreed that Mr.

Bzdick’s employment as President of the Company and Chief Executive Officer of Premier

Packaging Corporation, a wholly-owned subsidiary of the Company, would terminate effective on August 1, 2018.

The Agreement voided

and replaced Mr.

Bzdick’s previous employment agreement with the Company, originally dated February 12, 2010, and amended

on October 1, 2012, except for the non-competition and non-solicitation covenants contained therein, which were carried forward

in their entirety to the new Agreement.

to the terms of the Agreement, Mr.

been entitled to receive severance payments in the amount of four months of his current base-salary.

July 31, 2018, the Company and Robert Bzdick entered into a Non-Compete Letter Agreement (the “Bzdick Agreement”)

whereby the parties mutually agreed that Mr.

Bzdick’s employment as President of the Company and Chief Executive Officer

of Premier Packaging Corporation, a wholly-owned subsidiary of the Company, would terminate effective on August 1, 2018.

Agreement voided and replaced Mr.

Bzdick’s previous employment agreement with the Company, originally dated February 12,

2010, and amended on October 1, 2012, except for the non-competition and non-solicitation covenants contained therein, which were

carried forward in their entirety to the new Bzdick Agreement.

to the terms of the Bzcick Agreement, Mr.

Bzdick received his regular wages and contractual bonus sum accrued through the separation

date, and also receives the sum of $16,000 per month, for a period of 19 months, as consideration for the two-year non-competition

and non-solicitation restrictive covenants contained in the Agreement, which are identical to the restrictive covenants contained

Bzdick’s previous employment agreement, which are now incorporated by reference into the Agreement.

the Company agreed to continue to pay the cost of Mr.

Bzdick’s health, dental and vision insurance coverage for a period

of 19 months or until he is eligible for such benefits from another employer, whichever is shorter.

In the Agreement, Mr.

specifically acknowledges that, among other remedies, the Company is entitled to cease all payments under the Agreement and recoup

all payments previously made in the event Mr.

Bzdick revokes, violates or breaches the Agreement, or discontinues any promised

act under the Agreement.

Moreover, the Agreement further provides that in the event Mr.

Bzdick breaches the Agreement by bringing

suit or filing a claim with an administrative agency, then he must, as a condition precedent, repay to the Company in cash all

consideration received pursuant to the Agreement.

The Agreement also contains standard mutual release and damages clauses, and

a clause that provides that in any action for breach of the Agreement, the prevailing party shall be entitled to recover attorneys’

and non-solicitation restrictive covenants contained in the Bzdick Agreement, which are identical to the restrictive covenants

contained in Mr.

Bzdick’s previous employment agreement, which are now incorporated by reference into the Bzdick Agreement.

In addition, the Company agreed to continue to pay the cost of Mr.

Bzdick’s health, dental and vision insurance coverage

for a period of 19 months or until he is eligible for such benefits from another employer, whichever is shorter.

In the Agreement,

Bzdick specifically acknowledges that, among other remedies, the Company is entitled to cease all payments under the Bzdick

Agreement and recoup all payments previously made in the event Mr.

Bzdick revokes, violates or breaches the Agreement, or discontinues

any promised act under the Bzdick Agreement.

Moreover, the Bzdick Agreement further provides that in the event Mr.

Bzdick breaches

the Bzdick Agreement by bringing suit or filing a claim with an administrative agency, then he must, as a condition precedent,

repay to the Company in cash all consideration received pursuant to the Bzdick Agreement.

The Bzdick Agreement also contains standard

mutual release and damages clauses, and a clause that provides that in any action for breach of the Bzdick Agreement, the prevailing

party shall be entitled to recover attorneys’

fees from the opposing party.

Equity Awards at Fiscal Year-End

As of December 31, 2019, there were no outstanding equity

awards to our Named Executive Officers.

The following table sets

forth cash compensation and the value of stock options awards granted to the Company’s non-employee independent directors,

who were not also named executive officers, for their service in 2019:

or Paid in Cash

of December 31, 2020, there were no outstanding equity awards to our Named Executive Officers.

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 2020:

Earned or Paid in Cash

Other Compensation (2)

Heng Fai Ambrose Chan

DelGiorno (3)

Fai Ambrose Chan

“JT”

Wai Lowell Lo

Leung William Wu

the total grant date fair value of stock awards computed in accordance with FASB ASC 718.

Our policy and assumptions

made in the valuation of share-based payments are contained in Note 10 to our consolidated financial statements for

the year ended December 31, 2019.

person did not stand for re-election at the 2019 Annual Shareholder meeting.

as director of the Company during 2019.

In connection with his employment contract as

an officer of the Company’s subsidiary, Mr.

Chan received $31,403 in fully vested restricted stock with a two-year lock-up period.

Our policy and assumptions made

in the valuation of share-based payments are contained in Note 10 to our consolidated financial statements for the year ended

December 31, 2020.

connection with his employment contract as an officer of the Company, Mr.

Chan received $4,305,757 as a performance bonus.

independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide) is entitled to receive base cash compensation

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not receive compensation in their capacity as directors, except for reimbursement of travel expenses.

September 23, 2019, the Company entered in an executive employment agreement with Mr.

Heng Fai Ambrose Chan, a director of the

Company, Chief Executive Officer of the Company’s wholly-owned subsidiary DSS International Inc.

and Chief Executive Officer

of DSS Asia, a wholly-owned subsidiary of DSS International Inc.

Pursuant to the agreement, Mr.

Chan shall receive an annual base

salary of $250,000, payable quarterly in either cash or common stock, subject to availability of shares under a shareholder-approved

The calculation of each quarterly payment of common stock shall be the Company’s average trading price for the

last ten trading days of that quarter.

Chan is also eligible to receive an annual performance bonus, in an amount up to 100%

of his base salary, upon the Company’s achievement of certain net income and gross revenue milestones.

option to have the bonus paid in Company common stock.

In the event of a change in control of the Company or the termination of

Chan’s employment without cause, Mr.

Chan shall receive four-months’

salary, payable monthly.

In connection

with this agreement, Mr.

Chan was awarded 74,770 shares of fully vested restricted stock with a two-year lock-up period and had

an aggregated grant date fair value of approximately $31,000.

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

following table sets forth beneficial ownership of Common Stock as of March 20, 2020 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”

below), and by all of the Company’s directors and executive officers as

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 Document Security Systems, Inc., 200 Canal View Boulevard, Suite

300, Rochester, New York 14623.

following table sets forth beneficial ownership of Common Stock as of March 16, 2021 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 Document Security Systems, Inc., 6 Framark Drive, Victor, New York 14564.

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 or options exercisable within

60 days of March 20, 2020.

includes investment power with respect to shares owned and shares issuable pursuant to warrants for March 16, 2021

percentages of shares beneficially owned are based on 27,670,125 shares of our Common Stock issued and outstanding as of March

20, 2020, 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 20, 2020, plus (b) the number of shares such person has the right to acquire within

60 days of March 20, 2020.

16, 2021, 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 16, 2021, plus (b) the number of shares such person has the right to acquire within 60 days of

March 16, 2021.

Beneficially Owned

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Beneficially Owned

Heng Fai Ambrose Chan (1)

Lowell Wai Wah

Jose Escudero

Frank Heuszel

All officers and directors as a group

5% Shareholders

Heng Fai Ambrose Chan (1)

Fai Ambrose Chan (1)

“JT”

Wai Lowell Lo

Leung William Wu

officers and directors as a group (8 persons)

BioMedical Pte Inc.

Sabby Management

Less than 1%.

Includes 2,427,599 individually owned shares of the Company’s Common Stock, 500,000 shares of the Company’s Common

Stock owned by BMI Capital Partners International Limited, 1,786,531 shares of the Company’s Common Stock owned by Heng

Fai Holdings Limited, 17,557,540 shares of the Company’s Common Stock owned by LiquidValue Development Pte Ltd, and 683,000

shares of the Company’s Common Stock owned by Hengfai Business Development Pte.

Chan has dispositive power over

all of these shares.

of (a) 59,551 shares of Common Stock held by Heng Fai Holdings Limited;

(b) 16,667 shares of Common Stock held by BMI Capital

Partners International Limited;

shares of Common Stock held individually;

(e) 214,881 shares of Common Stock held by LiquidValue Development Pte Ltd.;

(f) (i) 1,145,834 shares of Common Stock and (ii) 5,481,085 shares of Common Stock that could be obtained upon the conversion

of shares of Series A Preferred Stock held by Global Biomedical Pte.

of (a) 1,145,834 shares of Common Stock and (b) 5,481,085 shares of Common Stock that could be obtained upon the conversion

of shares of Series A Preferred Stock.

Percentage adjusted as conversion would result in the issuance

of new shares,

on a Schedule 13G filed February 5, 2021 by and on behalf of Sabby Management, LLC;

Sabby Volatility Warrant Master Fund,

(“Sabby Master Fund”);

and Hal Mintz, with addresses of 10 Mountainview Road, Suite 205 Upper Saddle River,

New Jersey 07458;

c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay Grand Cayman KY1-9007, Cayman Islands;

and c/o Sabby Management, LLC, 10 Mountainview Road, Suite 205, Upper Saddle River, New Jersey 0745;

respectively.

Fund beneficially owns 1,500,000 shares of Common Stock.

Sabby Management and Hal Mintz do not directly own any shares of

Common Stock, but each indirectly owns 1,500,000 shares of Common Stock.

Sabby Management, LLC indirectly owns 1,500,000 shares

of Common Stock because it serves as the investment manager of Sabby Master Fund.

Mintz indirectly owns 1,500,000 shares

of Common Stock in his capacity as manager of Sabby Management.

Compensation Plans Information

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column (a & b))

Plan Category

Equity compensation plans approved by

security holders

compensation plans approved by security holders

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

Employee, Director and Consultant Equity Incentive Plan - warrants

Employee, Director and Consultant Equity Incentive Plan

Employee Stock Option Plan

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As of the date of this

Report, 0 options have been issued pursuant to the Plan.

Based on its provisions, there are currently 7,236,125 shares of Common

Stock available for issuable under the 2020 Incentive Plan.

Report, zero options have been issued pursuant to the 2020 Incentive Plan.

Based on its provisions, there are currently 191,314

shares of Common Stock available for issuable under the 2020 Incentive Plan.

of the Plan .

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to be administered under the terms of the 2020 Incentive Plan until the awards terminate, expire or are exercised.

2020 Incentive Plan will be effective January 1, 2020, subject to stockholder approval, and, subject to the right of the Committee

to amend or terminate the 2020 Incentive Plan, will remain in effect as long as any awards under it are outstanding;

however, that no awards may be granted under the 2020 Incentive Plan after January 1, 2030.

2020 Incentive Plan was effective January 1, 2020, was approved by Company stockholder approval on December 9, 2019, and, subject

to the right of the Committee to amend or terminate the 2020 Incentive Plan, will remain in effect as long as any awards under

it are outstanding;

provided, however, that no awards may be granted under the 2020 Incentive Plan after January 1, 2030.

Committee may, at any time, amend, suspend or terminate the Plan, and the Committee may amend any award agreement;

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at the year-end for the last two completed fiscal years.

on February 18, 2019, the Company entered into a Convertible Promissory Note (the “Note”) with LiquidValue Development

Pte Ltd (the “Holder”) in the principal sum of $500,000 (the “Principal Amount”), of which up to $500,000

of the Principal Amount can be paid by the conversion of such amount into the Company’s common stock up to a maximum of

446,428 shares of Common Stock, at a conversion price of $1.12 per share.

The Note carried a fixed interest rate of 8% per annum

and had a term of 12-months.

Accrued interest was payable in cash in arrears on the last day of each calendar quarter, with the

first interest payment due on June 30, 2019, and remained payable until the Principal Amount is paid in full.

The Holder is a

related party, owned by one of the Company’s directors.

Effective on March 25, 2019, the Holder exercised its conversion

option to convert the Maximum Conversion Amount under the Note and thereby received 446,428 shares of Common Stock.

of Holder’s election to exercise its full conversion rights under the Note, the Note was cancelled effective on March 25,

on February 18, 2019, the Company entered into a Convertible Promissory Note (the “Feb 2019 Note”) with LiquidValue

Development Pte Ltd ( “LiquidValue”) in the principal sum of $500,000 (the “Principal Amount”), of which

up to $500,000 of the Principal Amount can be paid by the conversion of such amount into the Company’s common stock up to

a maximum of 446,428 shares of Common Stock, at a conversion price of $1.12 per share.

The Feb 2019 Note carried a fixed interest

rate of 8% per annum and had a term of 12-months.

Accrued interest was payable in cash in arrears on the last day of each calendar

quarter, with the first interest payment due on June 30, 2019, and remained payable until the Principal Amount is paid in full.

LiquidValue is a related party, owned by one of the Company’s directors.

Effective on March 25, 2019, LiquidValue exercised

its conversion option to convert the maximum conversion amount under the Feb 2019 Note and thereby received 446,428 shares of

Common Stock.

As a result of LiquidValue’s election to exercise its full conversion rights under the Feb 2019 Note, the

Feb 2019 Note was cancelled effective on March 25, 2019.

February 22, 2019, one of the Company’s foreign subsidiaries, DSS Cyber Security Pte Ltd.

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DelGiorno is a former director of the Company and a related party.

May 31, 2019, the Company issued and sold an unsecured promissory note to LiquidValue Development Pte Ltd, an entity owned by

Chan, in the principal amount of $650,000.

May 31, 2019, the Company issued and sold an unsecured promissory note to LiquidValue, an entity owned by Mr.

Chan, in the principal

amount of $650,000.

Proceeds from the note were used for general corporate purposes.

This Note was

paid in full on June 12, 2019.

June 5, 2019 the Company completed an underwritten public offering (the “Offering”) with gross proceeds of $5.6 million

before deducting underwriting discounts and commissions and other estimated offering expenses.

The Offering included 11,200,000

shares of the Company’s common stock and 1,680,000 additional shares from the exercise of the underwriter’s purchase

option to cover over-allotments, at the public offering price of $0.50 per share.

Chan purchased 2,000,000 shares of Common

Stock in the Offering, for an aggregate purchase price of $1,000,000.

This note was paid in full on June 12, 2019.

June 5, 2019 the Company completed an underwritten public offering with gross proceeds of $5.6 million before deducting underwriting

discounts and commissions and other estimated offering expenses.

The Offering included 11,200,000 shares of the Company’s

common stock and 1,680,000 additional shares from the exercise of the underwriter’s purchase option to cover over-allotments,

at the public offering price of $0.50 per share.

Chan purchased 2,000,000 shares of Common Stock in the Offering, for an aggregate

purchase price of $1,000,000.

October 29, 2019 and subsequently October 30, 2019, the Audit Committee and the Board of Directors of the Company approved the

1 unchanged sentence

Pursuant to a Subscription

Agreement, LiquidValue Development Pte LTD, a company owned and controlled by Mr.

Heng Fai Ambrose Chan, DSS’s Chairman,

purchased from the Company, in a private placement, and aggregate of 6,000,000 shares of common stock, for an above market purchase

price equal to $0.30 per share for gross proceeds to the Company of $1,822,200 (before deductions for placement agent fees and

other expenses).

This transaction was executed on November 1, 2019.

to December 31, 2019 the Company has invested approximately $460,000 for less than 10% ownership of an entity over which one of

the Company’s directors serves as CEO.

Agreement, LiquidValue, a company owned by Mr.

Chan, DSS’s Chairman, purchased from the Company, in a private placement,

and aggregate of 6,000,000 shares of common stock, for an above market purchase price equal to $0.30 per share for gross proceeds

to the Company of $1,822,200 (before deductions for placement agent fees and other expenses).

This transaction was executed on

November 1, 2019.

of December 31, 2018, the Company owned 21,196,552 ordinary shares and an existing three-year warrant to purchase up to 105,982,759

14 unchanged sentences

Officer of SED.

February 25, 2020, the Company completed an underwritten public offering (the “Offering”) with gross proceeds of $4.6

million before deducting underwriting discounts and commissions and other estimated offering expenses.

The Offering included 22,222,223

shares of the Company’s common stock and 3,333,333 additional shares from the exercise of the underwriter’s purchase

option to cover over-allotments, at the public offering price of $0.18 per share.

Chan purchased 11,111,112 shares of Common

Stock in the Offering, for an aggregate purchase price of $2,000,000.

March 3, 2020, the Company entered into a binding term sheet (the “Term Sheet”) with LiquidValue Asset Management

February 25, 2020, the Company completed an underwritten public offering with gross proceeds of $4.6 million before deducting

underwriting discounts and commissions and other estimated offering expenses.

The offering included 740,741 shares of the Company’s

common stock and 111,111 additional shares from the exercise of the underwriter’s purchase option to cover over-allotments,

at the public offering price of $5.40 per share.

Chan purchased 370,370 shares of Common Stock in the Offering, for an aggregate

purchase price of $2,000,000.

March 3, 2020, the Company entered into a binding term sheet (the “AMRE Term Sheet”) with LiquidValue Asset Management

Pte Ltd (“LVAM”), AMRE Asset Management Inc.

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regarding a share subscription and loan arrangement.

The Term Sheet sets out the terms of a proposed joint venture to establish

The AMRE Term Sheet sets out the terms of a proposed joint venture to establish

a medical real estate investment trust in the United States.

Pursuant to the Term Sheet, the Company will subscribe for 5,250

Pursuant to the AMRE Term Sheet, the Company subscribed for 5,250

ordinary shares of AAMI at a purchase price of $0.01 per share for total consideration of $52.50.

Concurrently, AAMI will issue

2,500 shares to LVAM, and 1,250 shares to AMRE Tennessee, LLC, AMRE’s executive management’s holding company (collectively,

the “Subscription Shares”).

As a result, the Company will hold 52.5% of the outstanding shares of AAMI, with LVAM

and AMRE Tennessee, LLC, holding 35% and 12.5% of the remaining outstanding shares of AAMI, respectively.

Further, pursuant to

and in connection with the Term Sheet, on March 3, 2020, the Company entered into a Promissory Note with AMRE, pursuant to which

AMRE will issue the Company a promissory note for the principal amount of $800,000.00 (the “Note”).

The Note matures

on March 3, 2022 and accrues interest at the rate of 8.0% per annum, and shall be payable in accordance with the terms set forth

The Note also provides the Company an option to provide AMRE an additional $800,000 on the same terms and conditions

as the Note, including the issuance of warrants as hereinafter described.

As further incentive to enter into the Note, AMRE issued

the Company warrants to purchase 160,000 shares of AMRE common stock (the “Warrants”).

The Warrants have an exercise

price of $5.00 per share, subject to adjustment as set forth in the Warrant, and expire on March 3, 2024.

Pursuant to the Warrants,

if AMRE files a registration statement with the Securities and Exchange Commission for an initial public offering (“IPO”)

of AMRE’s common stock and the IPO price per share offered to the public is less than $10.00 per share, the exercise price

of the Warrant shall be adjusted downward to 50% of the IPO price.

The Warrant also grants piggyback registration rights to the

Company as set forth in the Warrant.

The parties to the Term Sheet, including AMRE Tennessee, LLC, also entered into a stockholders’

agreement dated as of March 3, 2020 (the “Stockholders’

Concurrently, AAMI issued 2,500

shares to LVAM, and 1,250 shares to AMRE Tennessee, LLC, AMRE’s executive management’s holding company.

the Company holds 52.5% of the outstanding shares of AAMI, with LVAM and AMRE Tennessee, LLC, holding 35% and 12.5% of the remaining

outstanding shares of AAMI, respectively.

Further, pursuant to and in connection with the AMRE Term Sheet, on March 3, 2020, the

Company entered into a Promissory Note with AMRE, pursuant to which AMRE will issue the Company a promissory note for the principal

amount of $800,000.00 (the “AMRE Note”).

The AMRE Note matures on March 3, 2022 and accrues interest at the rate of

8.0% per annum, and shall be payable in accordance with the terms set forth in the AMRE Note.

The AMRE Note also provides the

Company an option to provide AMRE an additional $800,000 on the same terms and conditions as the AMRE Note, including the issuance

of warrants as hereinafter described.

As further incentive to enter into the AMRE Note, AMRE issued the Company warrants to purchase

160,000 shares of AMRE common stock (the “ANRE Warrants”).

The AMRE Warrants have an exercise price of $5.00 per share,

subject to adjustment as set forth in the AMRE Warrant, and expire on March 3, 2024.

Pursuant to the AMRE Warrants, if AMRE files

a registration statement with the Securities and Exchange Commission for an initial public offering (“IPO”) of AMRE’s

common stock and the IPO price per share offered to the public is less than $10.00 per share, the exercise price of the AMRE Warrant

shall be adjusted downward to 50% of the IPO price.

The AMRE Warrant also grants piggyback registration rights to the Company

as set forth in the AMRE Warrant.

The parties to the AMRE Term Sheet, including AMRE Tennessee, LLC, also entered into a stockholders’

agreement dated as of March 3, 2020 (the “AMRE Stockholders’

Agreement”), regarding their ownership of AAMI’s

common stock to regulate certain aspects of the relationship between the stockholders and provide for certain rights and obligations

with respect to such ownership, as set forth in the Stockholders’

LVAM is an 82% owned subsidiary of Singapore

eDevelopment Limited whose Chief Executive Office and largest shareholder is Mr.

Following the consummation of the transactions

contemplated by the Term Sheet, Mr.

Heuszel will be appointed to the board of directors of AAMI.

March 12, 2020, the Company entered into a binding term sheet (the “Term Sheet”) with DSS BioHealth Security, Inc.,

a Delaware corporation and wholly owned subsidiary of the Company (“DBHS”), Global BioMedical Pte Ltd, a Singapore

corporation (“GBM”), and Impact BioMedical Inc., a Nevada corporation and wholly owned subsidiary of GBM (“Impact”).

Pursuant to the Term Sheet, the Company will acquire Impact, a company engaged in the development and marketing of biohealth security

technologies, in a proposed share exchange transaction with a purchase price capped at $50 million, subject to completion of due

diligence and an independent valuation.

In consideration of 100% of Impact, the Company will issue GBM (i) up to 14,500,000 shares

of its common stock, par value $0.02 (the “Common Stock”), at a price of $0.216 per share (valued at $3,132,00), and

(ii) perpetual convertible preferred stock (“Convertible Preferred Stock”) for the remaining balance of the purchase

price, as adjusted by the independent valuation and subject to a 19.9% blocker based on the total issued outstanding shares of

Common Stock held or to be held by GBM.

Pursuant to the Term Sheet, in consideration for the Convertible Preferred Stock, the

Company will have certain rights, including appointing members of the Board of Directors of Impact, as set forth in the Term Sheet.

GBM is a 100% owned subsidiary of Singapore eDevelopment Limited whose Chief Executive Office and largest shareholder is Mr.

Fai Ambrose Chan, the Chairman of the Board and largest shareholder of the Company.

As such, the above transactions constitute

related party transactions which have been duly approved by the Company’s Board of Directors and Audit Committee.

Subsequent to December

31, 2019, the Company has invested approximately $460,000 for less than 10% ownership of an entity over which one of the Company’s

directors serves as CEO.

with respect to such ownership, as set forth in the AMRE Stockholders’

LVAM is an 82% owned subsidiary of Alset

whose Chief Executive Office and largest shareholder is Mr.

Following the consummation of the transactions contemplated

by the AMRE Term Sheet, Mr.

Heuszel were appointed to the board of directors of AAMI.

August 21, 2020, the Company, completed its acquisition of Impact BioMedical,, pursuant to a Share Exchange Agreement by and among

the Company, DSS BioHealth, and related parties Alset Intl (formally Singapore eDevelopment Limited), and Global Biomedical Pte

(“GBM”) which was previously approved by the Company’s shareholders (the “Share Exchange”).Under

the terms of the Share Exchange, the Company issued 483,334 shares of the Company’s common stock, par value $0.02 per share,

nominally valued at $6.48 per share, and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock

(“Series A Preferred Stock”), with a stated value of $46,868,000, or $1,000 per share, for a total consideration of

$50 million (Note 12).

Due to several factors, including a discount for illiquidity, the value of the Series A Preferred Stock

was discounted from $46,868,000 to $35,187,000, thus reducing the final consideration given to approximately $38,319,000.

Intl CEO and largest shareholder is Mr.

Heng Fai Ambrose Chan, the Chairman of the Board and the largest shareholder of the Company.

of March 31, 2020, the Company owned 83,174,129 ordinary shares of Alset International Limited (“Alset Intl”, formally

Singapore eDevelopment Limited) a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited, at

an exercise price of SGD$0.04 (US$0.029) per share and warrants to purchase an additional 44,005,182 ordinary shares at an exercise

price of SGD$0.04 (US$0.029) per share.

On June 25, 2020, the Company exercised those warrants bringing its total ownership to

127,179,311 shares or approximately 7% of the outstanding shares of Alset Intl as of December 31, 2020.

Historically and through

June 30, 2020, the Company carried its investment in Alset Intl at cost, less impairments under the measurement alternative in

2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”.

During the third quarter

of 2020, the Company determined that the investments had a readily determinable fair value based on the volume of shares traded

on the Singapore Exchange which evidences a ready market for shares, as well as a consistent and observable market price.

this investment is now 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,

Heng Fai Ambrose Chan, is the Executive Director and Chief Executive Officer of Alset Intl.

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, 2020 was approximately $6,830,000 and during the year ended December 31, 2020 the Company recorded unrealized gains on this

investment of approximately $3,384,200.

July 22, 2020, Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors, assigned a Stock Purchase and Share

Subscription Agreement by and between Mr.

Chan and SHRG, pursuant to which the Company purchased 30,000,000 shares of Class A

common stock and 10,000,000 warrants to purchase Class A common stock for $3 million.

The warrants have an average exercise price

of $0.20, immediately vested and may be exercised at any time commencing on the date of issuance and ending three year from such

These shares and warrants are also subject to a one-year trading restriction pursuant to the terms of a Lock-Up Agreement

entered into between Mr.

Chan and the Company and assigned to the Company.

or about 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 and flagging 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.

ATC have initiated or have pending applications to do business in a number of states, including Texas,

Tennessee, Connecticut, Florida, and Illinois.

For the purpose of organization and the state application process, the Company’s

CEO, who is a licensed attorney, has a stated non-compensated 15% ownership interest in the venture.

There was no activity for

the twelve-months ended December 31, 2020

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 (“BMICI”) whereas DSS Securities, Inc.

purchased 14.9% membership interests in BMIC for

DSS Securities also had the option to purchase an additional 10% of the outstanding membership interest which it exercised

in January of 2021 and increased its ownership to 24.9%.

This investment is valued at cost as it does not have a readily determined

is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority,

(“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”).

The Company’s

chairman of the board and Mr.

Sassuan Lee, an independent board member of the Company, also have ownership interest in this joint

of December 31, 2020, the Company held 64,207,378 class A common shares equating to a 32.2% ownership interest in SHRG and had

recorded unrealized gains on marketable securities of approximately $6.1 million for the twelve-months then ended.

22, 2020, the carrying value of the Company’s equity method investment exceeded our share of the book value of the investee’s

underlying net assets by approximately $9.5 million, which represents primarily intangible assets in the form of customer and

distributor lists and goodwill arising from acquisitions.

The Company is still in the process of valuing the intangible assets

as of December 31, 2020 and no amortization has been recorded during the period ended December 31, 2020.

The aggregate fair value

of the Company’s investment in SHRG at December 31, 2020 was approximately $14,774,000.

DSS, via four (4) of the Company’s

existing board members, currently holds four (4) of the five (5) SHRG board of director seats.

JT Thatch, DSS’s Lead

Independent Director and as well the CEO of SHRG is on the SHRG Board, along with Mr Chan, DSS’s Executive Chairman of the

board of directors (joined the SHRG Board effective May 4, 2020), Mr.

Sassuan “Sam”

Lee, DSS Independent Director

(joined the SHRG Board effective September 29, 2020) and Mr.

Heuszel, the CEO of the Company (joined the SHRG Board effective

September 29, 2020).

Approval or Ratification of Transactions with Related Persons

9 unchanged sentences

directly or indirectly, in any such related party transaction.

14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements

3 unchanged sentences

The aggregate fees billed for professional services rendered by our principal accountant, Freed Maxick

CPAs, P.C., for audit and review services for the fiscal years ended December 31, 2019 and 2018 were approximately $154,600

and $125,117, respectively.

The aggregate fees

billed for audit related services by our principal accountant, Freed Maxick CPAs, P.C., pertaining to comfort letter related to

our registered offering during the years, consents for related registration statements and the audit of the Company’s employee

benefit plan and review of the stand-alone financial statements for one of the Company’s subsidiaries, for the years ended

December 31, 2019 and 2018 were approximately $51,450 and $26,800, respectively.

CPAs, P.C., for audit and review services for the fiscal years ended December 31, 2020 and 2019 were approximately $370,000 and

$154,600, respectively.

aggregate fees billed for audit related services by our principal accountant, Freed Maxick CPAs, P.C., pertaining to comfort letter

related to our registered offering during the years, consents for related registration statements and the audit of the Company’s

employee benefit plan and review of the stand-alone financial statements for one of the Company’s subsidiaries, for the

years ended December 31, 2020 and 2019 were approximately $98,000 and $51,450, respectively.

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, 2019 and 2018 were approximately $29,500

and $33,305,respectively.

tax advice and tax planning during the years ended December 31, 2020 and 2019 were approximately $30,000 and $29,500 respectively.

were no fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C., for other related

22 unchanged sentences

June 22, 2018).

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).

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).

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

11 unchanged sentences

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

Purchase Agreement between Document Security Systems, Inc.

and Intellectual Discovery Co., Ltd.

dated November 10, 2016 (incorporated

by reference to exhibit 10.28 to Form 10-K dated March 28, 2017).

License Agreement between Document Security Systems, Inc.

and Intellectual Discovery Co., Ltd.

dated November 10, 2016 (incorporated

by reference to exhibit 10.29 to Form 10-K dated March 28, 2017).

Investment Agreement between Document Security Systems, Inc.

7 unchanged sentences

dated March 28, 2017).

of Loan Agreement between Premier Packaging Corporation and Citizens Bank, N.A.

(incorporated by reference to exhibit 10.1

to Form 8-K dated July 28, 2017).

of Term Note Non-Revolving Line of Credit Agreement between Premier Packaging Corporation and Citizens Bank, N.A.

(incorporated

by reference to exhibit 10.2 to Form 8-K dated July 28, 2017).

of Security Agreement between Premier Packaging Corporation and Citizens Bank, N.A.

(incorporated by reference to exhibit

10.3 to Form 8-K dated July 28, 2017).

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

3 unchanged sentences

(incorporated by reference to exhibit 10.1 to Form 8-K dated September 15, 2017).

of Loan Agreement between Plastic Printing Professionals, Inc.

and Citizens Bank, N.A.

(incorporated by reference to exhibit

10.1 to Form 8-K dated December 6, 2017).

of Term Note Non-Revolving Line of Credit Agreement between Plastic Printing Professionals, Inc.

and Citizens Bank, N.A.

(incorporated

by reference to exhibit 10.2 to Form 8-K dated December 6, 2017).

of Security Agreement between Plastic Printing Professionals, Inc.

and Citizens Bank, N.A.

(incorporated by reference to exhibit

10.3 to Form 8-K dated December 6, 2017).

Employment Agreement with Frank D.

Heuszel (incorporated by reference to exhibit 10.1 to Form 10-Q dated November 13, 2019).

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).

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

Employment Agreement with Mr.

2 unchanged sentences

Heng Fai Ambrose Chan (incorporated by reference to exhibit 10.3 to Form 10-Q dated November

Amendment entered by and among the Company, DSS Cyber Security Pte.

Chan on November 19, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated

November 25, 2020).

Employee, Director and Consultant Equity Incentive Plan *

4 unchanged sentences

Sheet dated March 12, 2020*

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

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).

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).

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).

of Document Security Systems, Inc.*

19 unchanged sentences

SECURITY SYSTEMS, INC.

March 30, 2020

Chief Executive Officer

Interim Chief Financial Officer

(Principal Executive Officer)

(Interim Principal Accounting Officer)

Executive Officer

Executive Officer)

Chief Financial Officer

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 30, 2020

Chief Executive Officer

Interim Chief Financial Officer

(Principal Executive Officer)

(Interim Principal Accounting Officer)

Interim Chief

Financial Officer

Chief Operating Officer

March 30, 2020

Heng Fai Ambrose Chan

1 unchanged sentence

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

March 30, 2020

Jose Escudero

March 30, 2020

Lowell Wai Wah

John “JT”

Sassuan (Samson) Lee

Wah Wai Lowell Lo

March 31, 2021

/s/ Tung Moe Chan

Tung Moe Chan

Wai Leung William Wu

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

What changed 10-K

Item 9A. Controls and Procedures