What changed in this filing

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Item 1. Financial Statements

2022-09-14 compared with 2022-05-16 · 893 added, 943 removed, 554 unchanged (77% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, 2022

December 31, 2021

Current assets:

Cash and cash equivalents

Cash and cash

Accounts receivable, net

Current portion of notes receivable

Prepaid expenses and other current assets

Current portion of notes

expenses and other current assets

Total current assets

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Right-of-use assets

Other intangible assets, net

Other intangible assets,

$ 282,948,000

$ 282,707,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Accounts payable

Accrued expenses and deferred revenue

Accrued expenses and deferred

Other current liabilities

Current portion of lease liability

Current portion of long-term debt, net

Current portion of lease

portion of long-term debt, net

Total current liabilities

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Other long-term liabilities

Commitments and contingencies (Note 9)

Commitments and contingencies

Stockholders’ equity

Preferred stock, $ .02

47,000 shares authorized,

shares issued and outstanding ( 47,000 on December 31, 2021);

shares authorized, zero shares issued and outstanding ( zero on December 31, 2021);

Liquidation value $ 1,000

per share, $ 46,868,000 aggregate December 31, 2021).

per share, zero aggregate on December 31, 2021.

Common stock, $ .02 par value;

1 unchanged sentence

Additional paid-in capital

Non-controlling interest in subsidiaries

Accumulated deficit

( 147,203,000 )

1 unchanged sentence

Total stockholders’ equity

Total liabilities and stockholders’ equity

Non-controlling interest

in subsidiaries

stockholders’ equity attributed to DSS stockholders

liabilities and stockholders’ equity

$ 282,948,000

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Consolidated Statements of Operations

For the Three Months Ended

Printed products

Rental income

Management fee income

Net investment income

Direct marketing

Total revenue

the Three Months Ended

the Six Months Ended

investment income

and expenses:

general and administrative (including stock based compensation)

costs and expenses

Cost of revenue, exclusive of depreciation and amortization

Selling, general and administrative (including stock based compensation)

Depreciation and amortization

Total costs and expenses

Operating loss

( 11,182,000 )

( 7,055,000 )

Other income (expense):

Interest income

( 17,860,000 )

Interest expense

( 10,446,000 )

Gain on extinguishment of debt

Loss on equity method investment

(Gain) loss on investments

income (expense):

income (expense)

( 1,499,000 )

Gain on sale of asset

Loss from continuing operations before income taxes

on extinguishment of debt

on equity method investment

(loss) on investments

( 6,821,000 )

( 7,898,000 )

Income tax benefit

Loss from continuing operations

on sale of assets

from continuing operations before income taxes

( 5,410,000 )

( 12,579,000 )

Income from discontinued operations, net of tax

( 14,361,000 )

( 17,478,000 )

(Gain) loss from continuing operations attributed to

noncontrolling interest

from continuing operations

( 5,410,000 )

( 10,725,000 )

( 14,361,000 )

( 14,787,000 )

from discontinued operations, net of tax

( 5,410,000 )

( 8,646,000 )

( 14,361,000 )

( 12,658,000 )

from continuing operations attributed to noncontrolling interest

Net loss attributable to common stockholders

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( 8,418,000 )

Loss per common share:

Earnings per common share - discontinued operations:

Shares used in computing loss per common share:

( 12,700,000 )

( 12,399,000 )

per common share:

per common share - discontinued operations:

used in computing loss per common share:

accompanying notes to the condensed consolidated financial statements.

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Consolidated Statements of Cash Flows

the Three Months Ended March 31,

Cash flows from operating activities:

Net loss from continuing operations

the Six Months Ended June 30,

flows from operating activities:

loss from continuing operations

$ ( 14,361,000 )

$ ( 14,787,000 )

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

Depreciation and amortization

Stock based compensation

Loss on equity method investment

Loss (gain) on investments

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

and amortization

Gain on allowance for obsolescence of inventory

based compensation

on equity method investment

(gain) on investments

( 3,823,000 )

Change in ROU assets and lease liabilities, net

on extinguishment of debt

( 2,693,000 )

of debt discount, origination fee and prepaid interest

( 1,698,000 )

Gain on sale of assets

Impairment of notes receivable and other investments

Gain on extinguishment of debt

Deferred tax benefit

Decrease (increase) in assets:

Accounts receivable

Prepaid expenses and other current assets

Increase (decrease) in liabilities:

Accounts payable

Accrued expenses

(increase) in assets:

( 1,265,000 )

expenses and other current assets

(decrease) in liabilities:

( 3,036,000 )

Other liabilities

Net cash used by operating activities

cash used by operating activities

( 13,947,000 )

( 10,248,000 )

Cash flows from investing activities:

Purchase of property, plant and equipment

Purchase of real estate

flows from investing activities:

of property, plant and equipment

( 1,263,000 )

Purchase of investment

of real estate

( 6,565,000 )

of investment

( 18,114,000 )

Purchase of marketable securities

of marketable securities

( 4,805,000 )

Disposal of property, plant and equipment

Note receivable investment

( 8,789,000 )

Net cash used by investing activities

of property, plant and equipment

of equity investment

of marketable securities

of new notes receivable

( 3,362,000 )

( 18,799,000 )

Cash flows from financing activities:

Payments of long-term debt

Borrowings of long-term debt

Debt conversion to equity in subsidiary

Issuances of common stock, net of issuance costs

Net cash provided by financing activities

Cash flows from discontinued operations:

Cash (used) provide by discontinued operations

Net cash used by discontinued operations

Net increase (decrease) in cash

Payments received on notes receivable

of intangible assets

cash used by investing activities

( 45,330,000 )

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

flows from financing activities:

of long-term debt

financing fees

of common stock, net of issuance costs

cash provided by financing activities

flows from discontinued operations:

provided by discontinued operations

Cash provided by investing activities

cash used by discontinued operations

increase (decrease) in cash

( 12,650,000 )

and cash equivalents at beginning of period

and cash equivalents at end of period

accompanying notes to the condensed consolidated financial statements.

AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’

Preferred Stock

Additional Paid-in

Non- controlling Interest in

Consolidated Statements of Changes in Stockholders’ Equity

controlling Interest in

Balance, December 31, 2021

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$ 161,776,000

Issuance of common stock, net

$ 198,185,000

Issuance of common stock, net of expenses

Conversion of debt to equity in subsidiary

Stock based payments, net of tax effect

Stock based payments

( 12,700,000 )

Balance March 31, 2022

( 1,661,000 )

(14,361,000 )

Balance, June 30, 2022

$ 302,017,000

$ ( 147,203,000 )

$ 156,815,000

$ 191,563,000

Balance, December 31, 2020

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$ ( 101,382,000 )

Issuance of common stock, net

Stock based payments, net of tax effect

Issuance of common stock, net of expenses

Stock based payments

Conversion of preferred stock

( 12,399,000 )

Balance, March 31, 2021

(12,658,000 )

Balance, June 30, 2021

$ 279,947,000

$ ( 113,781,000 )

$ 167,517,000

$ 170,688,000

accompanying notes to the condensed consolidated financial statements.

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Company, incorporated in the state of New York in May 1984 has conducted business in the name of Document Security Systems, Inc.

September 16, 2021, the board of directors approved an agreement and plan of merger with a wholly owned subsidiary, DSS, Inc.

York corporation, incorporated in August 2020), for the sole purpose of effecting a name change from Document Security Systems, Inc.

This change became effective on September 30, 2021.

maintained the same trading symbol “DSS” and

updated its CUSIP number to 26253C 102.

16, 2021, the board of directors approved an agreement and plan of merger with a wholly owned subsidiary, DSS, Inc.

(a New York corporation,

incorporated in August 2020), for the sole purpose of effecting a name change from Document Security Systems, Inc.

change became effective on September 30, 2021.

maintained the same trading symbol “DSS” and updated its CUSIP number

to 26253C 102.

(together with its consolidated subsidiaries, referred to herein as “DSS,” “we,” “us,” “our”

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business lines are:

(1) Product Packaging, (2) Biotechnology, (3) Direct Marketing, (4) Commercial Lending, (5) Securities and

Investment Management, (6) Alternative Trading (7) Digital Transformation, (8) Secure Living, and (9) Alternative Energy.

Each of these

business lines are in different stages of development, growth, and income generation.

(1) Product Packaging, (2) Biotechnology, (3) Direct Marketing, (4) Commercial Lending, (5) Securities and Investment

Management, (6) Alternative Trading (7) Digital Transformation, (8) Secure Living, and (9) Alternative Energy.

Each of these business

lines are in different stages of development, growth, and income generation.

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

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

(“Decentralized”) provides

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

Direct specializes in marketing and distributing its products and services through its subsidiary and partner network, using the popular

gig economic marketing strategy as a form of direct marketing.

Direct Marketing’s products include, among other things,

nutritional and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe.

(4) Our Commercial

Lending business division, driven by American Pacific Bancorp (“APB”), is organized for the purposes of being a financial

network holding company, focused on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking

licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged

in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services,

banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting

services, and advisory capital raising services.

(5) Securities and Investment Management was established to develop and/or acquire assets

in the securities trading or management arena, and to pursue, among other product and service lines, broker dealers, and mutual funds

Also in this segment is the Company’s real estate investment trusts (“REIT”), organized for the

purposes of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant market share

in secondary and tertiary markets, and leasing each property to a single operator under a triple-net lease.

the REIT was formed to originate,

acquire, and lease a credit-centric portfolio of licensed medical real estate.

(6) Alternative Trading was established to develop and/or

acquire assets and investments in the securities trading and/or funds management arena.

Alternative Trading, in partnership with

recognized global leaders in alternative trading systems, intends to own and operate in the US a single or multiple vertical digital

asset exchanges for securities, tokenized assets, utility tokens, and cryptocurrency via an alternative trading platform using blockchain

The scope of services within this section is planned to include asset issuance and allocation (securities and cryptocurrency),

FPO, IPO, ITO, PPO, and UTO listings on a primary market(s), asset digitization/tokenization (securities, currency, and cryptocurrency),

and the listing and trading of digital assets (securities and cryptocurrency) on a secondary market(s).

(7) Digital Transformation was

established to be a Preferred Technology Partner and Application Development Solution for mid cap brands in various industries including

the direct selling and affiliate marketing sector.

Digital improves marketing, communications and operations processes with custom software

development and implementation.

(8) The Secure Living division has developed a plan for fully sustainable, secure, connected, and healthy

living communities with homes incorporating advanced technology, energy efficiency, and quality of life living environments both for

new construction and renovations for single and multi-family residential housing.

(9) The Alternative Energy group was established to

help lead the Company’s future in the clean energy business that focuses on environmentally responsible and sustainable measures.

Alset Energy, Inc, the holding company for this group, and its wholly owned subsidiary, Alset Solar, Inc., pursue utility-scale solar

farms to serve US regional power grids and to provide underutilized properties with small microgrids for independent energy.

(“Decentralized”) provides services

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

specializes in marketing and distributing its products and services through its subsidiary and partner network, using the popular gig

economic marketing strategy as a form of direct marketing.

Direct Marketing’s products include, among other things, nutritional

and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe.

(4) Our Commercial Lending business

division, driven by American Pacific Bancorp (“APB”), is organized for the purposes of being a financial network holding

company, focused on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed

financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking

activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology,

loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting services, and advisory

capital raising services.

(5) Securities and Investment Management was established to develop and/or acquire assets in the securities

trading or management arena, and to pursue, among other product and service lines, broker dealers, and mutual funds management.

in this segment is the Company’s real estate investment trusts (“REIT”), organized for the purposes of acquiring hospitals

and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary and tertiary markets,

and leasing each property to a single operator under a triple-net lease.

the REIT was formed to originate, acquire, and lease a credit-centric

portfolio of licensed medical real estate.

(6) Alternative Trading was established to develop and/or acquire assets and investments in

the securities trading and/or funds management arena.

Alternative Trading, in partnership with recognized global leaders in alternative

trading systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized

assets, utility tokens, and cryptocurrency via an alternative trading platform using blockchain technology.

The scope of services within

this section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, and UTO listings

on a primary market(s), asset digitization/tokenization (securities, currency, and cryptocurrency), and the listing and trading of digital

assets (securities and cryptocurrency) on a secondary market(s).

(7) Digital Transformation was established to be a Preferred Technology

Partner and Application Development Solution for mid cap brands in various industries including the direct selling and affiliate marketing

Digital improves marketing, communications and operations processes with custom software development and implementation.

The Secure Living division has developed a plan for fully sustainable, secure, connected, and healthy living communities with homes incorporating

advanced technology, energy efficiency, and quality of life living environments both for new construction and renovations for single

and multi-family residential housing.

(9) The Alternative Energy group was established to help lead the Company’s future in the

clean energy business that focuses on environmentally responsible and sustainable measures.

Alset Energy, Inc, the holding company for

this group, and its wholly owned subsidiary, Alset Solar, Inc., pursue utility-scale solar farms to serve US regional power grids and

to provide underutilized properties with small microgrids for independent energy.

August 21, 2020, the Company, completed its acquisition of Impact BioMedical, Inc.

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shareholders (the “Share Exchange”).

Under the terms of the Share Exchange, the Company issued 483,334

shares of the Company’s common stock, par

per share, 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”).

As a result of the Share Exchange, Impact BioMedical is now a

wholly owned subsidiary of DSS BioHealth, the Company’s wholly owned subsidiary (see Note 5).

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, 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”).

As a result of the Share Exchange, Impact BioMedical is now a wholly owned

subsidiary of DSS BioHealth, the Company’s wholly owned subsidiary (see Note 5).

BioMedical strives to leverage its scientific know-how and intellectual property rights to provide solutions that have been plaguing

the biomedical field for decades.

By tapping into the scientific expertise of its partners, Impact BioMedical has undertaken a

concerted effort in the research and development (“R&D”), drug discovery and development for the prevention, inhibition,

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

By tapping into the scientific expertise of its partners, Impact BioMedical has undertaken a concerted

effort in the research and development (“R&D”), drug discovery and development for the prevention, inhibition, and treatment

of neurological, oncological, and immune related diseases.

September 9, 2021, the Company finalized a stock purchase agreement (the “SPA”) with American Pacific Bancorp, Inc.

which provided for an investment of $ 40,000,200

by the Company into APB for an aggregate of 6,666,700

shares of the APB’s Class A Common Stock,

par value $ 0.01

Subject to the terms and conditions

contained in the SPA, the shares issued at a purchase price of $ 6.00

As a result of this transaction, DSS

became the majority owner of APB.

which provided for an investment of $ 40,000,200 by the Company into APB for an aggregate of 6,666,700 shares of the APB’s Class

A Common Stock, par value $ 0.01 per share.

Subject to the terms and conditions contained in the SPA, the shares issued at a purchase

price of $ 6.00 per share.

As a result of this transaction, DSS became the majority owner of APB.

(see Note 5).

September 13, 2021, the Company finalized a shareholder agreement between its subsidiary, DSS Financial Management, Inc.

and HR1 Holdings Limited (“HR1”), a company incorporated in the British Virgin Islands, for the purpose of operating

a vehicle for private and institutional investors seeking a highly liquid investment fund with attractive risk adjusted returns relative

to market unpredictability and volatility.

the terms of this agreement, 4000 shares or 40% of the Company’s subsidiary Liquid Asset Limited Management Limited (“LVAM”),

a Hong Kong company was transferred to HR1 whereas at the conclusion of the transaction DFMI would own 60% of LVAM and HR1 would own

LVAM executes within reliable platforms

and broad market access and uses proprietary systems and algorithms to trade liquid exchange-traded funds (ETFs), stocks, futures or

Aimed at providing consistent returns while offering the unique ability to liquidate the portfolio within 5 to 10 minutes under

normal market conditions, LVAM provides an array of advanced tools and products enabling customers to explore multiple opportunities,

strengthen and diversify their portfolios, and meet their individual investing goals.

December 23, 2021, DSS purchased 50,000,000

share of Sharing Services Global Corporation (“SHRG”) via a private placement.

With this purchase, DSS increased its ownership

of voting shares from approximately 47% of SHRG to approximately 58 %.

SHRG aims to build shareholder value by developing or acquiring businesses that increase the Company’s product and services portfolio,

business competencies and geographic reach .

the Company, through its subsidiaries, markets and distributes its health and wellness and other products primarily in the United States,

Canada, and the Asia Pacific region using a direct selling business model.

SHRG markets its products and services through its

independent sales force, using its proprietary websites, including:

www.elevacity.com and www.thehappyco.com.

SHRG, headquartered

in Plano, Texas, was incorporated in the State of Nevada on April 24, 2015, and is an emerging growth company.

SHRG Common Stock

is traded, under the symbol “SHRG,” in the OTCQB Market, an over-the-counter trading platforms market operated by OTC Markets

The accompanying condensed

consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our

consolidated financial position as of March 31, 2022 and December 31, 2021, and the results of our consolidated operations for the interim

periods presented.

We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data.

These statements should be read in conjunction with the consolidated financial statements and the notes included in our latest annual

report on Form 10-K for the fiscal year ended December 31, 2021 (“Form 10-K”), and our other reports on file with the Securities

and Exchange Commission (the “SEC”).

of Consolidation - The

consolidated financial statements include the accounts of DSS, Inc.

and HR1 Holdings Limited (“HR1”), a company incorporated in the British Virgin Islands, for the purpose of operating a vehicle

for private and institutional investors seeking a highly liquid investment fund with attractive risk adjusted returns relative to market

unpredictability and volatility.

Under the terms of this agreement, 4000 shares or 40% of the Company’s subsidiary Liquid Asset

Limited Management Limited (“LVAM”), a Hong Kong company was transferred to HR1 whereas at the conclusion of the transaction

DFMI would own 60% of LVAM and HR1 would own 40%.

LVAM executes within reliable platforms and broad market access and uses proprietary

systems and algorithms to trade liquid exchange-traded funds (ETFs), stocks, futures or crypto.

Aimed at providing consistent returns

while offering the unique ability to liquidate the portfolio within 5 to 10 minutes under normal market conditions, LVAM provides an

array of advanced tools and products enabling customers to explore multiple opportunities, strengthen and diversify their portfolios,

and meet their individual investing goals.

December 23, 2021, DSS purchased 50,000,000 shares at $ 0.06 per share of Sharing Services Global Corporation (“SHRG”) via

a private placement.

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

SHRG aims to build shareholder value by developing or acquiring businesses that increase the Company’s product and services

portfolio, business competencies and geographic reach.

Currently, the Company, through its subsidiaries, markets and distributes its

health and wellness and other products primarily in the United States, Canada, and the Asia Pacific region using a direct selling business

SHRG markets its products and services through its independent sales force, using its proprietary websites, including:

www.elevacity.com

and www.thehappyco.com.

SHRG, headquartered in Plano, Texas, was incorporated in the State of Nevada on April 24, 2015, and is an emerging

growth company.

SHRG Common Stock is traded, under the symbol “SHRG,” in the OTCQB Market, an over-the-counter trading platforms

market operated by OTC Markets Group Inc.

accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments, unless otherwise indicated) necessary

to present fairly our consolidated financial position as of June 30, 2022 and December 31, 2021, and the results of our consolidated

operations for the interim periods presented.

We follow the same accounting policies when preparing quarterly financial data as we use

for preparing annual data.

These statements should be read in conjunction with the consolidated financial statements and the notes included

in our latest annual report on Form 10-K, and 10-K/A for the fiscal year ended December 31, 2021 (“Form 10-K”, “Form 10-K/A”), and our other reports

on file with the Securities and Exchange Commission (the “SEC”).

of Consolidation - The consolidated financial statements include the accounts of DSS, Inc.

and its subsidiaries.

All significant intercompany balances

and transactions have been eliminated in consolidation.

All significant

intercompany balances and transactions have been eliminated in consolidation.

of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted

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- Certain amounts on the accompanying consolidated balance sheets for the year ended December 31, 2021, have been reclassified

to conform to current period presentation.

to conform to current period presentation, as have certain amounts for the three and six months ended June 30, 2021.

Equivalents – All highly liquid investments with maturities of three months or less at the date of purchase are classified

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The fair value of investments where the fair value is not considered readily determinable, are carried at cost.

– Inventories consist primarily of paper,

pre-printed security paper, paperboard, fully prepared packaging, and health and beauty products which and are stated at the lower of

cost or net realizable value on the first-in, first-out (“FIFO”) method.

Packaging work-in-process and finished goods included

the cost of materials, direct labor and overhead.

At the closing of each reporting period, the Company evaluates its inventory in order

to adjust the inventory balance for obsolete and slow-moving items.

An allowance for obsolescence of approximately $ 22,000 and

$ 388,000 associated

with the inventory at our SHRG subsidiary was recorded as of March 31, 2022, and December 31, 2021, respectively.

Write-downs and write-offs

are charged to cost of revenue.

– Inventories consist primarily of paper, pre-printed security paper, paperboard, fully prepared packaging, and health

and beauty products which and are stated at the lower of cost or net realizable value on the first-in, first-out (“FIFO”)

Packaging work-in-process and finished goods included the cost of materials, direct labor and overhead.

At the closing of each

reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items.

allowance for obsolescence of approximately $ 108,000 and $ 388,000 associated with the inventory at our SHRG subsidiary was recorded as

of June 30, 2022, and December 31, 2021, respectively.

Write-downs and write-offs are charged to cost of revenue.

of Long-Lived Assets and Goodwill - The Company monitors the carrying value of long-lived assets for potential impairment and

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the fair value of the asset or asset group to its carrying value.

- In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)

2017-01, Business Combinations (“Topic 805”):

Clarifying the Definition of a Business (“ASU 2017-01”).

is intended to assist entities with evaluating whether a set of transferred assets and activities is a business.

Under this guidance,

an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable

asset or a group of similar identifiable assets.

If this threshold is met, the set is not a business.

If the threshold is not met, the

entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process

that together significantly contribute to the ability to create outputs.

See Note 5 regarding the acquisitions.

combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations.

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of business combination accounting requires the use of significant estimates and assumptions.

See Note 5 regarding the acquisitions.

of assets are recorded at their relative fair value based on total accumulated costs of the acquisition.

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are capitalized as a component of the acquired assets.

This includes all costs related to finding, analyzing and negotiating a

This includes all costs related to finding, analyzing and negotiating a transaction.

The allocation of the purchase price is an area that requires judgment and significant estimates.

Tangible and intangible

assets include land, building and improvements, furniture, fixtures and equipment, acquired above market and below market leases, in-place

lease value (if applicable).

Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs,

appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount

and/or capitalization rates and available market information.

Earnings Per Common Share - The Company presents

basic and diluted (loss) earnings per share.

Basic (loss) earnings per share reflect the actual weighted average of shares issued and

outstanding during the period.

Diluted (loss) earnings per share are computed including the number of additional shares from outstanding

warrants, stock options and preferred stock that would have been outstanding if dilutive potential shares had been issued and is calculated

utilizing the treasury stock method.

In a loss period, the calculation for basic and diluted (loss) earnings per share is the same, as

the impact of potential common shares is anti-dilutive.

For the three months ended 31, 2022, potential dilutive instruments includes

both warrants and options of 3,556 and 11,930 shares respectively.

For the three months ended 31, 2021, potential dilutive instruments

includes both warrants and options of 29,314 and 13,596 shares respectively.

Additionally for March 31, 2021, there were 43,000 shares

of preferred a stock convertible into 6,570,000 shares of common stock

Tangible and intangible assets include

land, building and improvements, furniture, fixtures and equipment, acquired above market and below market leases, in-place lease value

(if applicable).

Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised

values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or

capitalization rates and available market information.

Earnings Per Common Share - The Company presents basic and diluted (loss) earnings per share.

Basic (loss) earnings

per share reflect the actual weighted average of shares issued and outstanding during the period.

Diluted (loss) earnings per share

are computed including the number of additional shares from outstanding warrants, stock options and preferred stock that would have

been outstanding if dilutive potential shares had been issued and is calculated utilizing the treasury stock method.

period, the calculation for basic and diluted (loss) earnings per share is the same, as the impact of potential common shares is

anti-dilutive.

For the three and six months ended June 30, 2022, potential dilutive instruments includes both warrants and options

shares respectively.

For the three and six months ended June 30, 2021, potential dilutive instruments includes both warrants and

options of 29,314

shares respectively.

Concentration

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The Company believes it is not exposed to any significant credit risk as a result of any non-performance by the financial institutions.

the three months ended March 31, 2022, two customers accounted for 10 %

and 3 %, respectively, %

of our consolidated revenue.

As of March 31, 2022, these two customers accounted for 29 %

and 6 % of our consolidated trade accounts

the six months ended June 30, 2022, two customers accounted for 12 % and 4 %, respectively, of our consolidated revenue.

As of June 30,

2022, these two customers accounted for 24 % and 5 % of our consolidated trade accounts receivable balance.

During the six months ended

June 30, 2021, these two customers accounted for 33 % and 12 % of our consolidated revenue and 64 % and 11 % of our consolidated trade accounts

receivable balance.

During the three months ended March 31, 2021, these two customers accounted for 31 %

of our consolidated revenue and 57 %

and 8 % of our consolidated trade accounts receivable

Taxes - The Company recognizes estimated income taxes payable or refundable on income tax returns for the current year and for

24 unchanged sentences

sales and recognizes revenue as items are shipped.

of March 31, 2022, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater

of June 30, 2022, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater

than one year.

14 unchanged sentences

of past write-offs and collections and an analysis of current credit conditions.

At March 31, 2022, and December 31, 2021, the

Company established a reserve for doubtful accounts of approximately $ 70,000

and $ 20,000 respectively.

The Company does not accrue interest on past due accounts receivable.

At June 30, 2022, and December 31, 2021, the Company

established a reserve for doubtful accounts of approximately $ 46,000 and $ 20,000 respectively.

The Company does not accrue interest on

past due accounts receivable.

commissions are expensed as incurred for contracts with an expected duration of one year or less.

There were no sales commissions capitalized

as of March 31, 2022.

as of June 30, 2022.

and Handling Costs

4 unchanged sentences

Notes Receivable

American Premium Water Corporation

On October 15, 2020, APB entered

into a loan agreement with (“APW Note”) with American Premium Water Corporation,(“APW”), a Nevada corporation.

The loan, not to exceed the principal sum of $ 200,000 , has an interest rate of 12 %, and matures on October 15, 2022 .

The outstanding

principal and interest as of March 31, 2022 and December 31, 2021, approximated $ 39,000 and is classified as a Current portion of notes

receivable on the Consolidated Balance Sheets at March 31, 2022 and December 31, 2021.

GSX repaid the principal and interest in full

in April 2022.

Group Limited

February 8, 2021, the Company entered into a convertible promissory note (“GSX Note”) with GSX Group Limited (“GSX”),

a company registered in Gibraltar.

The Company loaned the principal sum of $ 800,000 ,

with principal and interest at a rate of 4 %,

due in one year from date of issuance.

The outstanding principal and interest as of March 31, 2022 and December 31, 2021, approximated

and $ 829,000 ,

respectively, and is classified as a Current portion of notes receivable on the Consolidated Balance Sheets at December 31, 2021.

repaid the principal and interest in full in April 2022.

February 3, 2021, USX Holdings Company, Inc., a subsidiary of the Company entered into a binding joint venture term sheet (“GSX

JV”), along with Coinstreet, whose CEO is also a member of the Company’s board of directors, for the creation of a USA based

joint venture alternative trading system or exchange (“JV Exchange”).

During the nine-months ended September 30, 2021, the

Company and GSX finalized the terms of the JV Exchange.

This JV is currently in the planning stages.

October 15, 2020, APB entered into a loan agreement with (“Note 1”) with Borrower 1.

Note 1, not to exceed the principal

sum of $ 200,000 , has an interest rate of 12 %, and matures on October 15, 2022 .

The outstanding principal and interest as of June 30,

2022 and December 31, 2021, approximated $ 0 and $ 39,000 , respectively and is classified as a Current portion of notes receivable on the

Consolidated Balance Sheets at June 30, 2022 and December 31, 2021.

The outstanding balance of $ 39,000 was converted to equity in Borrower

February 8, 2021, the Company entered into a convertible promissory note (“Note 2”) with Borrower 2, a company registered

in Gibraltar.

The Company loaned the principal sum of $ 800,000 , with principal and interest at a rate of 4 %, due in one year from date

The outstanding principal and interest as of June 30, 2022 and December 31, 2021, approximated $ 0 and $ 829,000 , respectively,

and is classified as a Current portion of notes receivable on the Consolidated Balance Sheets at December 31, 2021.

Borrower 2 repaid

the principal and interest in full in April 2022.

February 21, 2021, Impact BioMedical, Inc.

a subsidiary of the Company, entered into a promissory note (“Crum Note”) with

Dustin Crum (“Mr.

The Company loaned the principal sum of $ 206,000 , with interest at a rate of 6.5 %, and maturity

date of August 19, 2022.

Monthly payments are due on the twenty-first day of each month and continuing each month thereafter until August

19, 2022, at which time all accrued interest and the entire remaining principal shall be due and payable in full.

This note is secured

by certain real property situated in Collier County, Florida.

The outstanding principal and interest as of March 31, 2022, approximated

$ 207,000 and is classified in current notes receivable on the accompanying consolidated balance sheets.

Brokers Company, Inc.

May 13, 2021, Sentinel Brokers, LLC, a subsidiary of the Company entered a revolving credit promissory note (“Sentinel

Note”) with Sentinel Brokers Company, Inc.

(“Sentinel”), a company registered in the state of New York.

Sentinel Note has an aggregate principal balance up to $ 600,000 ,

to be funded at request of Sentinel.

The Sentinel Note, which incurs interest at a rate of 6.65 %

a subsidiary of the Company, entered into a promissory note (“Note 3”) with an

The Company loaned the principal sum of $ 206,000 , with interest at a rate of 6.5 %, and maturity date of August 19, 2022.

Monthly payments are due on the twenty-first day of each month and continuing each month thereafter until August 19, 2022, at which time

all accrued interest and the entire remaining principal shall be due and payable in full.

This note is secured by certain real property

situated in Collier County, Florida.

The outstanding principal and interest as of June 30, 2022, and December 31, 2021 approximated $ 205,000

and $ 197,000 respectively, and is classified in current notes receivable on the accompanying consolidated balance sheets.

4, related party

May 13, 2021, and later amended in April 2022, Sentinel Brokers, LLC, a subsidiary of the Company entered a revolving credit

promissory note (“Note 4”) with Borrower 4, a company registered in the state of New York.

The Note 4 has an aggregate

principal balance up to $ 3,000,000 ,

to be funded at request of Borrower 4.

Note 4, which incurs interest at a rate of 6.65 %

is payable in areas until the principal is paid in full at the maturity date of May

As of March 31, 2022 and December

31, 2021, there was $ 151,000 and

respectively, outstanding on the Sentinel Note, and is included in current notes receivable on the accompanying consolidated

balance sheet.

Also on May 13, 2021, the Company entered into a stock purchase agreement (“Sentinel Agreement”) to

acquire a 24.9 %

equity position of Sentinel for the purchase price of $ 300,000 .

April 2022, the Sentinel Note was amended to increase the available revolving credit principal to $ 3,000,000 .

As of June 30, 2022 and December 31, 2021, there was $ 1,660,000

respectively, and is included in current notes receivable on the accompanying consolidated balance

May 14, 2021, DSS Pure Air, Inc.

a subsidiary of the Company entered into a convertible promissory note (“Puradigm Note”)

with Puradigm, LLC (“Puradigm”), a company registered in the state of Texas.

The Puradigm Note has an aggregate principal

balance up to $ 5,000,000 ,

to be funded at request of Puradigm.

The Puradigm Note, which incurs interest at a rate of 6.5 %

due quarterly, has a maturity date of May

The Puradigm Note contains an options

conversion clause that allows the Company to convert all, or a portion of all, into new issued member units of Puradigm with the maximum

principal amount equal to 18% of the total equity position of Puradigm at conversion.

The outstanding principal and interest as of March

31, 2022 and December 31, 2021, approximated $ 5,164,000

and $ 5,081,000 ,

respectively, which is classified as Notes receivable on the consolidated balance sheet.

Regional Management District (formally

Harris-Montgomery Counties Management District)

September 23, 2021, APB entered into refunding bond anticipatory note (“District Note”) with South Regional Management

District (the “District”), which operates as a conservation and reclamation district pursuant to Chapter 3891, Texas

Special District Local Laws Code;

a subsidiary of the Company entered into a convertible promissory note (“Note 5”) with Borrower

5, a company registered in the state of Texas.

Note 5 has an aggregate principal balance up to $ 5,000,000 , to be funded at request of

Note 5, which incurs interest at a rate of 6.5 % due quarterly, has a maturity date of May 14, 2023 .

Note 5 contains an optional

conversion clause that allows the Company to convert all, or a portion of all, into new issued member units of Borrower 5 with the maximum

principal amount equal to 18% of the total equity position of Borrower 5 at conversion.

The outstanding principal and interest as of

June 30, 2022 and December 31, 2021, approximated $ 5,248,000 and $ 5,081,000 , respectively, which is included in current notes receivable

on the accompanying consolidated balance sheet.

September 23, 2021, APB entered into refunding bond anticipatory note (“Note 6”) with Borrower 6, which operates as a conservation

and reclamation district pursuant to Chapter 3891, Texas Special District Local Laws Code;

Chapter 375, Texas Local Government Code;

and Chapter 49, Texas Water Code.

The District Note was in

the sum of $ 3,500,000

and incurs interest at a rate of 4.15 %

Principal and interest are due in full on September

note may be redeemed prior to maturity with 10 days written notice to APB at a price equal to principal plus interest accrued on the

redemption date .

The outstanding principal and

interest of $ 3,576,000

and $ 3,540,000

of the District Note is included in current portion

of notes receivable on the consolidated balance sheet at March 31, 2022 and December 31, 2021, respectively.

October 25, 2021, APB entered into loan agreements (“Asili Agreement”) with Asili, LLC.

(“Asili”) a company registered

in the state of Utah.

The Asili Agreement has an initial aggregate principal balance up to $ 1,000,000 ,

to be funded at request of Asili, with an option to increase the maximum principal borrowing to $ 3,000,000 .

The Asili Agreement, which incurs interest at a rate of 8.0 %

with principal and interest due at the maturity date of October

Asili Agreement contains an optional conversion feature allowing APB to convert the outstanding principal to a 10% membership interest.

APB, as holder of the Asili Agreement, has the right to elect one member to the Asili

Board of Managers .

The District Note was in the sum of $ 3,500,000 and incurs interest at a rate of 4.15 % per annum.

and interest are due in full on September 22, 2022 .

This note may be redeemed prior to maturity with 10 days written notice to APB at

a price equal to principal plus interest accrued on the redemption date.

The outstanding principal and interest of $ 3,612,000 and $ 3,540,000

of the Note 6 is included in current portion of notes receivable on the consolidated balance sheet at June 30, 2022 and December 31,

2021, respectively.

October 25, 2021, APB entered into loan agreement (“Note 7”) with Borrower 7, a company registered in the state of Utah.

Note 7 has an initial aggregate principal balance up to $ 1,000,000 , to be funded at request of Borrower 7, with an option to increase

the maximum principal borrowing to $ 3,000,000 .

Note 7, which incurs interest at a rate of 8.0 % with principal and interest due at the

maturity date of October 25, 2022 .

This note contains an optional conversion feature allowing APB to convert the outstanding principal

to a 10% membership interest.

APB, as holder of Note 7, has the right to elect one member to the Board of Managers.

The outstanding principal

and interest of approximately $ 803,000

and $ 784,000

of the Asili Agreement is included in current

portion of notes receivable on the consolidated balance sheet at March 31, 2022 and December 31, 2021, respectively.

June 13, 2019, APB extended the credit to Leopoldo Bustamate (“Bustamate Note”) in the form of a promissory note for $ 249,540 ,

and interest of approximately $ 1,019,000 and $ 784,000 of the note is included in current portion of notes receivable on the consolidated

balance sheet at June 30, 2022 and December 31, 2021, respectively.

June 13, 2019, APB extended the credit (“Note 8”) to an individiual (“Borrower 8”) in the form of a

promissory note for $ 250,000 ,

bearing interest at 15 %,

with a maturity date of May

On June 5, 2020, the Company further

extended the same credit in the form of a promissory note for $ 249,540 ,

On June 5, 2020, the Company further extended the same credit in the form of a promissory note for $ 250,000 ,

bearing interest at 15 %,

with a maturity date of May

On August 30, 2021, the Company further

extended the same credit in the form of a promissory note for $ 249,540 ,

On August 30, 2021, the Company further extended the same credit in the form of a promissory note for $ 250,000 ,

bearing interest at 12.5 %,

with a maturity date of May

The modification agreement is effective

May 14, 2021.

This promissory note is secured by a deed of trust on a tract of land, which is approximately 315 acres, and located in

Coke County, Texas.

The outstanding principal and interest of approximately $ 289,000

of the Bustamate Note is included in long

term portion of Notes receivable on the consolidated balance sheet at March 31, 2022 and December 31, 2021.

October 7, 2021, HWH World, Inc., a subsidiary of the Company entered into a revolving loan commitment (“HWH Ltd Note”)

with HWH World Ltd.

(“HWH Ltd.”) a company registered in Taiwan.

Note has an principal balance of $ 52,000

and incurred no interest through the maturity

date of December

The outstanding principal at March 31,

2022 and December 31, 2021 is $ 56,000

and $ 52,000 ,

respectively, and is included in the current portion of notes receivable.

This note is currently in default and the Company is currently

in the process of extending the terms.

In accordance with the terms of the HWH Ltd.

Note, the Company began charging interest at the

default rate of 18 %

West Park Capital Group, LLC.

On December 28, 2021, APB

entered into promissory note (“West Park Note”) with West Park Capital Group, LLC.

(“West Park”), a company registered

in the state of California.

The West Park Note has an principal balance of $ 700,000 .

The West Park Note, which incurs interest at a rate

of 12.0 % with principal and interest due at the maturity date of December 28, 2022 .

The modification agreement is effective May 14, 2021.

This promissory note is secured by a deed of trust on a tract

of land, which is approximately 315 acres, and located in Coke County, Texas.

The outstanding principal and interest of

and $ 700,000 of the West Park Note is included in current portion of notes receivable on the consolidated balance sheet at Mach 31, 2022.

January 2021, SHRG and 1044PRO, LLC (“1044 PRO”) entered into a Funding Agreement pursuant to which the Company agreed

to provide to 1044 PRO a $ 250,000

revolving credit line and loaned $ 204,879

to 1044 PRO under the credit line.

under the credit line are payable in monthly installments in amounts determined by the amount of each cash advance.

At December 31, 2021,

loans of $ 193,000

are outstanding, net of an allowance for the

impairment losses of $ 115,000 ,

and is included in Current portion of notes receivable on the consolidated balance sheet as of December 31, 2021.

At March 31, 2022,

this loan was fully reserved for.

In connection with the loan, the Company acquired a 10 %

equity interest in 1044 PRO and a security interest in 1044 PRO’s cash receipts and in substantially all 1044 PRO’s assets.

the fiscal year 2019, SHRG received a promissory note for $ 106,404

from a prior merchant payment processor in connection

with amounts owed to the Company.

This note is fully reserved for at March 31, 2022, and December 31, 2021.

Commerce Inc.,

March 2, 2022, APB and WUURII Commerce, Inc.

(“WUURRII”), a corporation organized under the laws of the Republic of Korea

entered into a promissory note (“WUURRII Note”).

Under the terms of the WURRII Note, APB at its discretion, may lend up to

the principal sum of $ 892,500

with an interest rate of 8 %,

approximately $ 250,000

is included in current portion of Notes receivable on the consolidated balance sheet at June 30, 2022 and

$ 260,000 is in included in Notes receivable at December 31, 2021.

9, related party

October 7, 2021, HWH World, Inc., a subsidiary of the Company entered into a revolving loan commitment (“Note 9”) with Borrower

9, a company registered in Taiwan.

Note 9 has an principal balance of $ 52,000 and incurred no interest through the maturity date of December

The outstanding principal at June 30, 2022 and December 31, 2021 is $ 58,000 and $ 52,000 , respectively, and is included in the

current portion of notes receivable.

This note was amended in April 2022 to extend the maturity date through April 2023.

December 28, 2021, APB entered into promissory note (“Note 10”) with Borrower 10, a company registered in the state of California.

Note 10 has an principal balance of $ 700,000 .

Note 10, which incurs interest at a rate of 12.0 % with principal and interest due at the

maturity date of December 28, 2022 .

The outstanding principal and interest of $ 728,000 and $ 700,000 of Note 10 is included in current

portion of notes receivable on the consolidated balance sheet at June 30, 2022.

January 24, 2022, APB and Borrower 10 entered into a promissory note (“Note 11”) in the principal sum of $ 100,000 with interest

of 6 %, due annually, and maturing in January 2024.

The outstanding principal and interest at June 30, 2022 approximates $ 103,000 , and

is included in notes receivable on the accompanying consolidate balance sheet.

March 2, 2022, APB and Borrower 12, a corporation organized under the laws of the Republic of Korea entered into a promissory note (“Note

Under the terms of Note 12, APB at its discretion, may lend up to the principal sum of $ 892,500 with an interest rate of

8 %, and matures in March 2024, with interest payable quarterly.

The outstanding principal and interest at March 31, 2022 is $ 895,000 ,

The outstanding principal and interest at June 30, 2022 is $ 881,000 ,

of which $ 446,000 is included in current notes receivable on the accompanying consolidated balance sheet.

January 24, 2022, APB and Farah S.

Khan (“Khan”) entered into a promissory note (“Khan Note”) in the principal

sum of $ 100,000

with interest of 6 %,

due annually, and maturing in January 2024.

The outstanding principal and interest at March 31, 2022 approximates $ 101,000 ,

and is included in notes receivable on the accompanying consolidate balance sheet.

May 9, 2022, DSS PureAir and Borrower 5 entered into a promissory note (“Note 13”) in the principal sum of $ 210,000 with

interest of 10 %, is due in three quarterly installments beginning on August 9, 2022 with the first two payment consisting of interest

All unpaid principal and interest is due on February 9, 2023.

The outstanding principal and interest at June 30, 2022 approximates

$ 212,000 , and is included in current portions of notes receivable on the accompanying consolidate balance sheet.

Financial Instruments

1 unchanged sentence

following tables show the Company’s cash, cash equivalents, restricted cash, and marketable securities by significant investment

category as of March 31, 2022, and December 31, 2021:

category as of June 30, 2022, and December 31, 2021:

Schedule of Cash and Marketable Securities by Significant Investment Category

Money Market Funds

Marketable Securities

Convertible securities

( 1,775,000 )

Money Market Funds

Marketable Securities

Convertible securities

Company typically invests with the primary objective of minimizing the potential risk of principal loss.

3 unchanged sentences

determined for each individual security in the investment portfolio.

Medical REIT Inc.

March 3, 2020, the Company, via its subsidiary DSS Securities, entered into a share subscription agreement and loan arrangement with

LiquidValue Asset Management Pte Ltd., AMRE Asset Management, Inc.

and American Medical REIT Inc.

under which it acquired a 52.5 % controlling

ownership interest in AMRE Asset Management Inc.

(“AAMI”) which currently has a 93 % equity interest in American Medical REIT

AAMI is a real estate investment trust (“REIT”) management company that sets the strategic vision

and formulate investment strategy for AMRE.

It manages the REIT’s assets and liabilities and provides recommendations to AMRE on

acquisition and divestments in accordance with the investment strategies.

AMRE is a Maryland corporation, organized for the purposes

of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary

and tertiary markets, and leasing each property to a single operator under a triple-net lease.

AMRE was formed to originate, acquire,

and lease a credit-centric portfolio of licensed medical real estate.

AMRE is planned to qualify as a Real Estate Investment Trust for

federal income tax purposes, which will provide.

AMRE’s investors the opportunity for direct ownership of Class A licensed medical

AMRE entered into

unsecured promissory note with LiquidValue Asset Management

Pte Ltd (“LVAMPTE”).

The Note calls for interest to be paid annually on March 2 with interest fixed at 8.0 %.

See Note 7 for further details.

LVAMPTE is majority owned subsidiary of Alset International Limited whose Chief Executive Office and

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

June 18, 2021, DSS Securities, entered into a stock purchase agreement with AMRE to acquire 264,525 Class A Common Shares of AMRE at

a per share price of $ 10 , for a total consideration of $ 2,645,250 .

The additional 264,525 Class A Common Shares acquired increases the

Company’s total equity interest in AMRE to approximately 93 %.

June 18, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE financed the purchase of a 40,000

square foot, 2.0 story, Class A+ multi-tenant

medical office building located on a 13.62-acre site in Shelton, Connecticut (See Note 7) for the purchase price of $ 7,150,000 .

In accordance with Topic 805, the acquisition of the medical facility has been determined to be an acquisition of assets as substantially

all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable

These assets are classified as investments, real estate on the consolidated balance sheet.

The purchase price has been allocated

as $ 4,640,000 ,

$ 1,600,000 ,

and $ 325,000

for the facility, land and tenant improvements

respectively.

Also include in the value of the property is $ 585,000

of intangible assets with an estimated useful

life approximating 3

All assets were allocated on a relative

fair value basis.

Contained within the sale-purchase agreement for this facility, is a $ 1,500,000

earnout due to the seller if certain criteria

As of March 31, 2022, no liability has been recorded for this earnout as it isn’t probable the earnout will

be achieved as of the quarter-end

November 4, 2021, AMRE LifeCare Portfolio, LLC.

(“AMRE LifeCare”), a subsidiary of AMRE, acquired three medical facilities

located in Fort Worth, Texas, Plano, Texas, and Pittsburgh, Pennsylvania for a purchase price of $ 62,000,000 .

In accordance with Topic

805, the acquisition of the medical facility has been determined to be an acquisition of assets as substantially all of the fair value

of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.

These assets are

classified as investments, real estate on the consolidated balance sheet.

The purchase price has been allocated as $ 32,100,000 , $ 12,100,000 ,

and $ 1,500,000 for the facility, land and site improvements respectively.

Also include in the value of the property is $ 15,901,000 of

intangible assets with estimated useful lives ranging from 1 to 11 years.

All assets were allocated on a relative fair value basis.

December 21, 2021, AMRE Winter Haven, LLC.

(“AMRE Winter Haven”), a subsidiary of AMRE, acquired a medical facility located

in Winter Haven, Florida for a purchase price of $ 4,500,000 .

In accordance with Topic 805, the acquisition of the medical facility has

been determined to be an acquisition of assets as substantially all of the fair value of the gross assets acquired is concentrated in

a single identifiable asset or a group of similar identifiable assets.

These assets are classified as investments, real estate on the

consolidated balance sheet.

The purchase price has been allocated as $ 3,200,000 , $ 1,000,000 , and $ 222,000 for the facility, land and

site and tenant improvements respectively.

Also include in the value of the property is $ 29,000 of intangible assets with an estimated

useful life of approximating 5 years .

All assets were allocated on a relative fair value basis.

the three-months ended March 31, 2022, and 2021, AMRE had net losses of $ 1,613,000

and $ 58,000 ,

respectively, of which $ 161,000

and $ 22,000 ,

respectively is attributable to non-controlling

BioMedical, Inc.

BioMedical, a wholly owned subsidiary of the Company, has several subsidiaries that are not wholly owned by Impact Biomedical

and have an ownership percentage ranging from 63.6 %

During the three months ended March 31, 2022, and 2021, Impact Biomedical has incurred approximately $ 614,000

and $ 420,000

respectively of net losses, of which $ 67,000

respectively of loss incurred is attributable

to non-controlling interest.

Pacific Bancorp.

September 9, 2021, the Company finalized a stock purchase agreement (the “SPA”) with American Pacific Bancorp (“APB”),

which provided for an investment of $ 40,000,000

by the Company into APB for an aggregate of 6,666,700

shares of the APB’s Class A Common Stock,

par value $ 0.01

Subject to the terms and conditions

contained in the SPA, the shares issued at a purchase price of $ 6.00

As a result of this transaction, DSS

owns approximately 53 %

of APB, and as a result its operating results will be included in the Company’s financial statements beginning September 9, 2021.

The Company incurred approximately $ 36,000

in cost associated with the acquisition of APB

which were recorded as general and administrative expenses.

The acquisition of APB meets the definition of a business with inputs, processes

and outputs, and therefore, the Company has concluded to account for this transaction in accordance with the acquisition method of accounting

under Topic 805.

During the three months ended March 31, 2022, APB had net income of $ 547,000 ,

of which, $ 257,000

is attributable to non-controlling interest.

The next largest shareholder of APB is Alset EHome

International, Inc.

AEI’s Chairman and CEO, Heng Fai Ambrose Chan, and a member of the AEI’s

Board of Directors, Wu Wai Leung William, each serve on both the AEI Board and the Board of the Company.

The CEO of the Company, Mr.

Heuszel, also has an approximate 2 %

equity position of APB.

APB and the company in which APB owns marketable securities share a common director.

Services Global Corp.

of and through June 30, 2020, the Company classified its investment in Sharing Services Global Corp.

(“SHRG”), a publicly

traded company, as marketable equity security and measured it at fair value with gains and losses recognized in other income.

2020, through continued acquisition of common stock, as detailed below, the Company obtained greater than 20 %

publicly traded company, as marketable equity security and measured it at fair value with gains and losses recognized in other

In July 2020, through continued acquisition of common stock, as detailed below, the Company obtained greater than 20 %

ownership of SHRG, and thus has the ability to exercise significant influence over it.

1 unchanged sentence

the Company began to account for its investment in SHRG using the equity method in accordance with ASC Topic 323, Investments—Equity

Method and Joint Ventures recognizing our share of SHRG’s earnings and losses within our consolidated statement of operations.

Method and Joint Ventures recognizing our share of SHRG’s earnings and losses within our consolidated statement of

Through a series of transactions, DSS increased its ownership of voting shares in SHRG to approximately 58% on December

The 58 % ownership of SHRG meets the definition of a business with inputs, processes, and outputs, and therefore, the Company has concluded

to account for this transaction in accordance with the acquisition method of accounting under Topic 805 and began consolidating the financial

results of SHRG as of December 31, 2021.

On January 24, 2022, the Company exercised 50,000,000

warrants received as part of a consulting

agreement with SHRG at the exercise price of $ 0.0001 ,

bring its ownership percentage of voting shares to approximately 65 % .

The acquisition of SHRG meets the definition of

a business with inputs, processes, and outputs, and therefore, the Company has concluded to account for this transaction in accordance

with the acquisition method of accounting under Topic 805.

During the three months ended March 31, 2022, SHRG incurred $ 7,364,000

of losses of which, $ 2,579,000

ownership of SHRG meets the definition of a business with inputs, processes, and outputs, and therefore, the Company has concluded

to account for this transaction in accordance with the acquisition method of accounting under Topic 805 and began consolidating the

financial results of SHRG as of December 31, 2021.

As of December 31, 2021, SHRG had total current assets of $ 28,494,000 and total assets of $ 45,660,000 .

December 31, 2021 SHRG had total current liabilities of $ 10,418,000 and total liabilities of $ 22,463,000 .

January 24, 2022, the Company exercised 50,000,000 warrants received as part of a consulting agreement with SHRG at the exercise price

of $ 0.0001 , bring its ownership percentage of voting shares to approximately 65 %.

The acquisition of SHRG meets the definition of a business

with inputs, processes, and outputs, and therefore, the Company has concluded to account for this transaction in accordance with the

acquisition method of accounting under Topic 805.

During the six months ended June 30, 2022, SHRG incurred $ 1,632,000 of losses of which,

$ 702,000 is attributed to non-controlling interest.

6 unchanged sentences

shares or approximately 7 %

of the outstanding shares of Alset International Limited (“Alset Intl”), formerly named Singapore eDevelopment Limited (“SED”),

a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited.

This investment is classified as a marketable

security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the

investments for a period of at least one year.

The Chairman of the Company, Mr.

Heng Fai Ambrose Chan, is the Executive Director and

Chief Executive Officer of Alset Intl.

Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of

The fair value of the marketable security as of March 31, 2022, and December 31, 2021, was approximately $ 4,604,000

and $ 4,909,000

respectively.

During the three months ended March

31, 2022 and March 31, 2021, the Company recorded unrealized loss on this investment of approximately $ 305,000 , and $ 967,000 , respectively.

Century TBD Holdings, LLC

On October 10, 2019, the Company

entered into a convertible promissory note (“TBD Note”) with Century TBD Holdings, LLC (“TBD”), a Florida limited

liability company.

of the outstanding shares of Alset International Limited (“Alset Intl”),

formerly named Singapore eDevelopment Limited (“SED”), a company incorporated in Singapore and publicly listed on the Singapore

Exchange Limited.

This investment is classified as a marketable security and is classified as long-term assets on the consolidated balance

sheets as the Company has the intent and ability to hold the investments for a period of at least one year.

The Chairman of the Company,

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 June 30, 2022, and December

31, 2021, was approximately $ 3,841,000 and $ 4,909,000 respectively.

During the six months ended June 30, 2022 and June 30, 2021, the

Company recorded unrealized loss on this investment of approximately $ 1,068,000 and $ 967,000 , respectively.

Park Capital, Inc.

October 10, 2019, the Company entered into a convertible promissory note (“TBD Note”) with Century TBD Holdings, LLC (“TBD”),

a Florida limited liability company.

The Company loaned the principal sum of $ 500,000 , of which up to $ 500,000 and all accrued interest can be paid by

an “Optional Conversion” of such amount up to 19.8 % (non-dilutable) of all outstanding membership interest in TBD.

Note accrues interest at 6 % and matures on October 9, 2021 .

As of December 31, 2021, this TBD Note had outstanding principal and interest

of approximately $ 537,000 and was classified as Current portion of notes receivable on the consolidated balance sheet.

On December 30,

2020, the Company signed a binding letter of intent with West Park Capital, Inc (“West Park”) and TBD where the parties agreed

to prepare a note and stock exchange agreement whereby DSS will assign the TBD Note to West Park and West Park shall issue to DSS a stock

certificate reflecting 7.5 % of the issued and outstanding shares of West Park.

This note and stock exchange agreement was finalized during

the first quarter 2022 and valued at approximately $ 500,000 and is included in Investments on the consolidated balance sheet on March

The remaining $ 37,000 is included in gain (loss) on investments on the consolidated statement of operations at March 31, 2022.

an “Optional Conversion” of such amount up to 19.8 % (non-dilutable) of all outstanding membership interest

This TBD Note accrues interest at 6 % and matures on October 9, 2021 .

As of December 31, 2021, this TBD Note had outstanding principal

and interest of approximately $ 537,000 and was classified as Current portion of notes receivable on the consolidated balance sheet.

December 30, 2020, the Company signed a binding letter of intent with West Park Capital, Inc (“West Park”) and TBD where

the parties agreed to prepare a note and stock exchange agreement whereby DSS will assign the TBD Note to West Park and West Park shall

issue to DSS a stock certificate reflecting 7.5 % of the issued and outstanding shares of West Park.

This note and stock exchange agreement

was finalized during the first quarter 2022 and valued at approximately $ 500,000 and is included in Investments on the consolidated balance

sheet on June 30, 2022.

The remaining $ 37,000 is included in gain (loss) on investments on the consolidated statement of operations at

June 30, 2022.

Capital International LLC

September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc.

entered into membership interest purchase

agreement with BMI Financial Group, Inc.

a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas

limited liability company (“BMIC”) whereas DSS Securities, Inc.

purchased 14.9 %

membership interests in BMIC for $ 100,000 .

entered into membership interest purchase agreement

with BMI Financial Group, Inc.

a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability

company (“BMIC”) whereas DSS Securities, Inc.

purchased 14.9 % membership interests in BMIC for $ 100,000 .

DSS Securities also had the option to purchase an additional 10 %

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Upon achieving greater than 20 %

ownership in BMIC during the quarter ended March 31, 2021, the Company is currently accounting for this investment under the equity

method of accounting per ASC 323.

The Company’s portion of net income in BMIC during the three months ended March 31, 2022,

approximated $ 49,000 .

ownership in BMIC during the quarter ended June 30, 2021, the Company is currently

accounting for this investment under the equity method of accounting per ASC 323.

The Company’s portion of net loss in BMIC during

the six months ended June 30, 2022, approximated $ 26,000 .

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

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shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting

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

The Company’s CEO, who is a licensed

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

There was minimal activity for the three months ended March

There was minimal activity for the six months ended June

Technologies Asia Pacific Holdings Limited

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ordinary shares or 4.99 %

of BioMed at a purchase price of approximately $ 632,000 .

The Subscription Agreement provides, among other things, the Company has the right to appoint a new director to the board of BioMed.

With respect to an issuance of shares to a third party by BioMed, the Company will have the right of first refusal to purchase such shares,

as well as customary tag-along rights.

In connection with the Subscription Agreement, Impact Biomedical entered into an exclusive

distribution agreement (the “Distribution Agreement”) with BioMed, to directly market, advertise, promote, distribute, and

sell certain BioMed products, which focus on manufacturing natural probiotics, to resellers.

This investment is valued at cost as it

does not have a readily determined fair value.

of BioMed at a purchase

price of approximately $ 632,000 .

The Subscription Agreement provides, among other things, the Company has the right to appoint a new

director to the board of BioMed.

With respect to an issuance of shares to a third party by BioMed, the Company will have the right of

first refusal to purchase such shares, as well as customary tag-along rights.

In connection with the Subscription Agreement, Impact Biomedical

entered into an exclusive distribution agreement (the “Distribution Agreement”) with BioMed, to directly market, advertise,

promote, distribute, and sell certain BioMed products, which focus on manufacturing natural probiotics, to resellers.

This investment

is valued at cost as it does not have a readily determined fair value.

focuses on manufacturing natural probiotics, pursuant to which the Company will directly market, advertise, promote, distribute and sell

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This option will terminate upon one of the following events:

(i) Vivacitas’ board of directors cancels this option because it is

no longer in the best interest of the Company;

(i) Vivacitas’ board of directors cancels this option because it is no longer in the best interest of

(ii) December 31, 2021;

or (iii) the date on which Vivacitas receives more than $ 1.00

per share of the Company’s common stock

in a private placement with gross proceeds of $ 500,000 .

Under the terms of the Vivacitas Agreement #1, the Company will be allocated two seats on the board of Vivacitas.

On March 18, 2021,

the Company entered into an agreement with Alset EHome International, Inc.

(“Seller”) to purchase from the Seller’s

its wholly owned subsidiary Impact Oncology PTE Ltd.

or (iii) the date on which Vivacitas receives more than $ 1.00 per share of the Company’s common

stock in a private placement with gross proceeds of $ 500,000 .

Under the terms of the Vivacitas Agreement #1, the Company will be allocated

two seats on the board of Vivacitas.

On March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc.

(“Seller”), a related party,

to purchase from the Seller’s its wholly owned subsidiary Impact Oncology PTE Ltd.

(“IOPL”) for a purchase price $ 2,480,000 .

The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic

IOPL owns 2,480,000

shares of common stock of Vivacitas along with

the option to purchase an additional 250,000

shares of common stock.

The Sellers largest shareholder

Heng Fai Ambrose Chan, the Chairman of the Company’s board of directors and its largest shareholder.

April 1, 2021, the Company

entered into an additional stock purchase agreement with Vivacitas (“Vivacitas Agreement #2”), whereas Vivacities wished

to employ the service of the Chief Business Officer of Impact Biomedical, and in return for the services of this individual, Vivacitas

shall issue to the Company, the aggregate purchase price for the Class A Common Shares of Vivacitas at the value of $1.00 per share shall

be $120,000 to be paid in twelve (12) equal monthly installments for the period between April 1, 2021 and March 31, 2022.

IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common

The Sellers largest shareholder is Mr.

Heng Fai Ambrose Chan, the Chairman of the Company’s board of directors and its largest

April 1, 2021, the Company entered into an additional stock purchase agreement with Vivacitas (“Vivacitas Agreement #2”),

whereas Vivacities wished to employ the service of the Chief Business Officer of Impact Biomedical, and in return for the services of

this individual, Vivacitas shall issue to the Company, the aggregate purchase price for the Class A Common Shares of Vivacitas at the

value of $1.00 per share shall be $ 120,000 to be paid in twelve (12) equal monthly installments for the period between April 1, 2021

and March 31, 2022.

July 22, 2021, the Company exercised 1,000,000 of the available options under the Vivacitas Agreement #1 for $ 1,000,000 .

with the shares received as part Vivacitas Agreement #2 increased the Company’s equity position in Vivacitas to approximately 120,000

as of March 31, 2022.

shares or 16 % as of June 30, 2022.

As of June 30, 2022, and December 31, 2021, the fair value of the Company’s investment in Vivacitas

is not readily available, and therefore is recorded at cost in the amount of $ 4,100,000 and $ 4,035,000 , respectively.

Brokers Company, Inc.

May 13, 2021, a Sentinel Brokers, LLC., subsidiary of the Company entered into a stock purchase agreement (“Sentinel Agreement”)

to acquire a 24.9 % equity position of Sentinel Brokers Company, Inc.

(“Sentinel”), a company registered in the state of New

York, for the purchase price of $ 300,000 .

to acquire a 24.9 %

equity position of Sentinel Brokers Company, Inc.

(“Sentinel”), a company registered in the state of New York, for the purchase

price of $ 300,000 .

During the three months ended September 30, 2021, the Company contributed and additional $ 750,000

capital into Sentinel, increasing its total capital investment to $ 1,050,000 as of September 30, 2021.

Under the terms of this agreement,

the Company as the option to purchase an additional 50.1 % of the outstanding Class A Common Shares.

Upon the exercising of this option,

but no earlier than one year following the effective date the Sentinel Agreement, Sentinel has the option to sell the remaining 25 % to

In consideration of purchase price investment in Sentinel, the Company is entitled to an additional 50.1 % of the net profits

The Company currently accounts for its investment in Sentinel using the equity method in accordance with ASC Topic 323,

as it currently owns 24.9 % of Sentinel.

The Company currently accounts for its investment in Sentinel using the equity method in accordance

with ASC Topic 323, Investments—Equity Method and Joint Ventures recognizing our share of Sentinel’s earnings and

losses within our consolidated statement of operations.

The Company’s portion of net income in Sentinel for the three months ended

March 31, 2022, was not significant.

capital into Sentinel, increasing its total capital

investment to $ 1,050,000

as of September 30, 2021.

Under the terms of

this agreement, the Company as the option to purchase an additional 50.1 %

of the outstanding Class A Common Shares.

Upon the exercising of this option, but no earlier than one year following the effective date

the Sentinel Agreement, Sentinel has the option to sell the remaining 25 %

to the Company.

In consideration of purchase price investment in Sentinel, the Company is entitled to an additional 50.1 %

of the net profits of Sentinel.

The Company currently accounts for its investment in Sentinel using the equity method in accordance with

ASC Topic 323, Investments—Equity Method and Joint Ventures recognizing our share of Sentinel’s earnings and losses

within our consolidated statement of operations., as it currently owns 24.9 % of Sentinel.

The Company’s portion of net loss in Sentinel for the six months ended June 30,

2022 approximated $ 185,000

is a broker-dealer operating primarily as a fiduciary intermediary, facilitating intuitional trading of municipal and corporate bonds

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

September 2021, SHRG, Stemtech Corporation (“Stemtech”) and Globe Net Wireless Corp.

(“GNTW”) entered into

a Securities Purchase Agreement (the “SPA”) pursuant to which the SHRG invested $ 1.4

in Stemtech in exchange for:

(a) a Convertible Promissory Note in the amount of $ 1.4

in favor of the SHRG (the “Convertible Note”) and (b) a detachable Warrant to purchase shares of GNTW common stock (the “GNTW

September 2021, the Company, Stemtech Corporation (“Stemtech”) and Globe Net Wireless Corp.

(“GNTW”) entered

into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company invested $ 1.4 million in Stemtech in exchange

(a) a Convertible Promissory Note in the amount of $ 1.4 million in favor of the Company (the “Convertible Note”) and

(b) a detachable Warrant to purchase shares GNTW common stock (the “GNTW Warrant”).

Stemtech is a subsidiary of GNTW.

As an inducement to enter into the SPA, GNTW agreed to pay to the SHRG an origination

fee of $ 500,000 ,

payable in shares of GNTW’s common stock.

The Convertible Note matures on September

bears interest at the annual rate of 10 %,

and is convertible, at the option of the holder, into shares of GNTW’s common stock at a conversion rate calculated based on the

closing price per share of GNTW’s common stock during the 30-day period ended September 19, 2021.

The GNTW Warrant expires on September

13, 2024, and conveys the right to purchase up to 1.4 million shares of GNTW’s common stock at a purchase price calculated

based on the closing price per share of GTNW’s common stock during the 10-day period ended September 13, 2021 .

In September 2021, GNTW issued to the SHRG 154,173

shares of its common stock, or less than 1% of

the shares of GNTW then issued and outstanding, in payment of the origination fee.

carries its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock at fair value in accordance with

During the three month ended March 31, 2022 and twelve months ended December 31, 2021, the SHRG recognized unrealized

gains, before income tax, of $ 357,000

and $ 3,700,000 ,

respectively, in connection with its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock.

September 2021, SHRG entered into a Membership Unit Purchase Agreement pursuant to which the SHRG acquired a 30.75 %

equity interest in MojiLife, LLC, a limited liability company, organized in the State of Utah, in exchange for $ 1,537,000 .

MojiLife is an emerging growth distributor of technology-based consumer products, such as cordless scent diffusers, for the home and

the car, as well as proprietary home cleaning products and accessories.

During the three months ended March 31, 2022, SHRG recognized

an impairment of this investment approximating $ 1,500,000 .

an inducement to enter into the SPA, GNTW agreed to pay to the Company an origination fee of $ 500,000 , payable in shares of GNTW’s

common stock.

The Convertible Note matures on September 9, 2024 , bears interest at the annual rate of 10 %, and is convertible, at the

option of the holder, into shares of GNTW’s common stock at a conversion rate calculated based on the closing price per share of

GNTW’s common stock during the 30-day period ended September 19, 2021.

The GNTW Warrant expires on September 13, 2024 and conveys

the right to purchase up to 1.4 million shares of GNTW’s common stock at a purchase price calculated based on the closing price

per share of GTNW’s common stock during the 10-day period ended September 13, 2021.

In September 2021, GNTW issued to the Company

154,173 shares of its common stock, or less than 1% of the shares of GNTW then issued and outstanding, in payment of the origination

In November 2021, Globe Net Wireless Corp.

changed its corporate name to Stemtech Corporation.

In connection therewith, the investee’s

common stock is now traded under the symbol “STEK”.

Company carries its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock at fair value in accordance

During the three months ended June 30, 2022, the Company recognized unrealized gains, before income tax, of $ 4,865,354 in

connection with its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock.

September 2021, SHRG entered into a Membership Unit Purchase Agreement pursuant to which the SHRG acquired a 30.75 % equity interest in

MojiLife, LLC, a limited liability company, organized in the State of Utah, in exchange for $ 1,537,000 .

MojiLife is an emerging growth

distributor of technology-based consumer products, such as cordless scent diffusers, for the home and the car, as well as proprietary

home cleaning products and accessories.

During the six months ended June 30, 2022, SHRG recognized an impairment of this investment approximating

$ 1,537,000 .

Short-Term and Long-Term Debt

Notes - On March 2, 2020, AMRE entered into a $ 200,000

unsecured promissory note with LVAMPTE.

calls for interest to be paid annually on March 2 with interest fixed at 8.0 %.

As further incentive to enter into this Note, AMRE granted LVAMPTE warrants to purchase shares of common stock of AMRE (the “Warrants”).

The amount of the warrants granted is the equivalent of the Note Principal divided by the Exercise Price.

The Warrants are exercisable

for four years and are exercisable at $ 5.00

per share (the “Exercise” Price).

unsecured promissory note with LVAMPTE, a related party.

The Note calls for interest to

be paid annually on March 2 with interest fixed at 8.0 %.

As further incentive to enter into this Note, AMRE granted LVAMPTE warrants

to purchase shares of common stock of AMRE (the “Warrants”).

The amount of the warrants granted is the equivalent of the

Note Principal divided by the Exercise Price.

The Warrants are exercisable for four years and are exercisable at $ 5.00 per share (the

“Exercise” Price).

In March 2022, this debt was converted into equity in AMRE, and LVAMPTE exercised the warrants for $ 200,000

(see the consolidated statement of changes in stockholders’ equity) The

holder is a related party owned by the Chairman of the Company’s board of directors.

(see the consolidated statement of changes in stockholders’ equity) The holder is a related party owned by the Chairman of the

Company’s board of directors.

March 16, 2021, American Medical REIT, Inc.

received loan proceeds in the amount of approximately $ 110,000

under the Paycheck Protection Program (“PPP”)

with a fixed rate of 1 %

and a 60-month maturity term.

The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”),

provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.

These funds were used for payroll, benefits, rent, mortgage interest, and utilities.

As of March 31, 2022, and December 31, 2021,

the outstanding principal and interest approximated $ 111,000

is included in long-term debt, net on the consolidated

balance sheet.

received loan proceeds in the amount of approximately $ 110,000 under the Paycheck Protection

Program (“PPP”) with a fixed rate of 1 % and a 60-month maturity term.

The PPP, established as part of the Coronavirus Aid,

Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of

the average monthly payroll expenses of the qualifying business.

These funds were used for payroll, benefits, rent, mortgage interest,

and utilities.

As of December 31, 2021, the outstanding principal and interest approximated $ 111,000 is included in long-term debt, net

on the consolidated balance sheet.

During the three months ended June 30, 2022, the PPP loan was forgiven in full and recorded as a gain

on extinguishment of debt on the accompanying consolidated statement of operations.

May 20, 2021, Premier Packaging entered into master loan and security agreement (“BOA Note”) with Bank of America, N.A.

to secure financing approximating $ 3,700,000

to purchase a new Heidelberg XL 106-7+L printing

The aggregate principal balance outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing.

At closing, the interest rate shall be fixed for the duration of the Loan.

As of March 31, 2022, and December 31, 2021, the outstanding

principal on the BOA Note was $ 3,710,000

(“BOA”) to secure financing approximating $ 3,710,000

to purchase a new Heidelberg XL 106-7+L printing press.

The aggregate principal balance outstanding under the BOA Note shall bear

interest at a variable rate on or before the loan closing.

At closing, the interest rate shall be fixed for the duration of the

As of June 30, 2022, and December 31, 2021, the outstanding principal on the BOA Note was $ 3,635,000

and $ 3,339,000 ,

respectively and had an interest rate of 4.63 %.

and is included in Long-term debt, net on the consolidated balance sheet.

The BOA Note contains certain covenants that are analyzed

As of March 31, 2022, Premier is in compliance with these covenants.

June 18, 2021, AMRE

Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, entered into a loan agreement (“Shelton Agreement”) with

Patriot Bank, N.A.

(“Patriot Bank”) in an amount up to $ 6,155,000 ,

with the amount financed approximating $ 5,105,000 .

The Shelton Agreement contains monthly payments of principal and an initial interest 4.25 %.

The interest will be adjusted commencing on July 1, 2026 and continuing for the next succeeding 5

year period shall be determined one month prior

to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston

5-Year/25-Year amortizing advance rate, but in no event less than 4.25 %

for the term of 120 months with a balloon payment approximating $ 2,829,000

due at term end.

This agreement contains certain

covenants that are analyzed on an annual basis, starting December 31, 2021, of which, AMRE Shelton is in compliance as of March 31,

2022 The funds borrowed were used to purchase a 40,000

square foot, 2.0 story, Class A+ multi-tenant

medical office building located on a 13.62

acre site (See Note 5).

Of the total financed, approximately

is classified as current portion of long-term

debt, net, and the remaining balance of approximately $ 4,799,000

recorded as long-term debt, net of $ 185,000

in deferred financing costs.

October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), whereas LVAM borrowed the principal amount of

The outstanding balance at December 31, 2021 is included in Long-term debt, net on the consolidated balance sheet.

As of June 30,

2022, $ 424,000

with interest

to be charged at a variable rate to be adjusted at the maturity date .

The BMIC Loan matures on October

12, 2022 , and contains an auto renewal period

of three months.

As of Mach 31, 2022 and December 31, 2021, $ 3,021,000 and $ 3,000,000 , respectively, is included in current portion

of long-term debt, net on the consolidated balance sheet.

On October 13, 2021, LVAM

entered into loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”), a related party, whereas LVAM borrowed the

was included in current portion of long-term debt, net, and the remaining balance of approximately $ 3,211,000

recorded as long-term debt, The BOA Note contains certain covenants that are analyzed annual.

As of June 30, 2022, Premier is in

compliance with these covenants.

June 18, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, entered into a loan agreement (“Shelton Agreement”)

with Patriot Bank, N.A.

(“Patriot Bank”) in an amount up to $ 6,155,000 , with the amount financed approximating $ 5,105,000 .

The Shelton Agreement contains monthly payments of principal and an initial interest 4.25 %.

The interest will be adjusted commencing

on July 1, 2026 and continuing for the next succeeding 5 year period shall be determined one month prior to the change date and shall

be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing advance

rate, but in no event less than 4.25 % for the term of 120 months with a balloon payment approximating $ 2,829,000 due at term end.

agreement contains certain covenants that are analyzed on an annual basis, starting December 31, 2021, of which, AMRE Shelton is in compliance

as of June 30, 2022 The funds borrowed were used to purchase a 40,000 square foot, 2.0 story, Class A+ multi-tenant medical office building

located on a 13.62 acre site (See Note 5).

Of the total financed, approximately $ 197,000 is classified as current portion of long-term

debt, net, and the remaining balance of approximately $ 4,668,000 recorded as long-term debt, net of $ 84,000 in deferred financing costs.

October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the

principal amount of $ 3,000,000 ,

with interest to be charged at a variable rate to be calculated at the maturity date.

The Wilson Loan matures on October

with interest to be charged at a variable rate to be adjusted at the maturity date.

The BMIC Loan matures on October

12, 2022 , and contains an auto renewal period of three months.

As of June 30, 2022 and December 31, 2021, $ 3,048,000

and $ 3,000,000 ,

respectively, is included in current portion of long-term debt, net on the consolidated balance sheet.

October 13, 2021, LVAM entered into loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”), a related party, whereas LVAM

borrowed the principal amount of $ 3,000,000 , with interest to be charged at a variable rate to be calculated at the maturity date.

Wilson Loan matures on October 12, 2022 , and contains an auto renewal period of three months.

This loan was funded during March 2022.

As of Mach 31, 2022

is included in current portion of long-term debt, net on the consolidated balance sheet.

November 2, 2021, AMRE LifeCare entered into a loan agreement (“LifeCare Agreement”) with Pinnacle Bank, (“Pinnacle

Bank”) in the amount of $ 40,300,000 .

As of June 30, 2022 $ 3,000,000 is included in current portion of long-term debt, net on the consolidated balance sheet.

November 2, 2021, AMRE LifeCare entered into a loan agreement (“LifeCare Agreement”) with Pinnacle Bank,

(“Pinnacle Bank”) in the amount of $ 40,300,000 .

The LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five

year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest rate

determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28 %,

with the first such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each succeeding

month thereafter until the maturity date, at which time any outstanding principal and interest is due in full.

The maturity date of November

2, 2023, may be extended to November 2, 2024.

As of December 31, 2021, the outstanding principal and interest of the LifeCare

agreement approximates $ 39,448,000 ,

year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest

rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28 %,

with the first such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each

succeeding month thereafter until the maturity date, at which time any outstanding principal and interest is due in full.

maturity date of November 2, 2023, may be extended to November

As of December 31, 2021, the

outstanding principal and interest of the LifeCare agreement approximates $ 39,448,000 ,

net of deferred financing costs of $ 1,002,000 .

As of March 31, 2022, the outstanding principal and interested approximates $ 39,940,000

is included in long-term debt, net on the consolidated balance sheet.

AMRE is currently seeking from Pinnacle, and believes it will

obtain, a waiver on certain debt covenants.

In November 2021, AMRE entered

into a convertible promissory note (“Alset Note”) with Alset International Limited (“Alset International”) for

the principal amount of $ 8,350,000 .

The Alset Note accrues interest at 8 % per annum and matures in December 2023 , with interest due quarterly

and the principal due at maturity.

Principal and interest of approximately $ 8,688,000 is included in long-term debt, net on the accompanying

consolidated balance sheet on March 31, 2022.

On March 17, 2022, AMRE Winter

Haven, LLC (“AMRE Winter Haven”) and Pinnacle Bank (“Pinnacle”) entered into a term loan (“Pinnacle Loan”)

whereas Pinnacle lent to AMRE Winter Haven the principal sum of $ 2,990,000 , maturing on March 7, 2024 .

Payments are to be made in equal,

consecutive installments based on a 25-year amortization period with interest at 4.28 %.

The first installment is due January 1, 2023.

As of June 30, 2022, the outstanding principal and interested approximates $ 40,047,000 is

included in current portion of long-term debt, on the consolidated balance sheet.

At June 30, 2022, AMRE has not completed an audit

of its December 31, 2021 financial result, and is in violation of this debt covenant.

AMRE is seeking a waiver of this covenant from Pinnacle Bank.

November 2021, AMRE entered into a convertible promissory note (“Alset Note”) with Alset International Limited (“Alset

International”), a related party, for the principal amount of $ 8,350,000 .

The Alset Note accrues interest at 8 % per annum and matures in December

2023, with interest due quarterly and the principal due at maturity.

Principal and interest of approximately $ 8,805,000 is included in

long-term debt, net on the accompanying consolidated balance sheet on June 30, 2022.

March 17, 2022, AMRE Winter Haven, LLC (“AMRE Winter Haven”) and Pinnacle Bank (“Pinnacle”) entered into a term

loan (“Pinnacle Loan”) whereas Pinnacle lent to AMRE Winter Haven the principal sum of $ 2,990,000 , maturing on March 7, 2024 .

Payments are to be made in equal, consecutive installments based on a 25-year amortization period with interest at 4.28 %.

The first installment

is due January 1, 2023.

The Pinnacle Loan contains certain covenants that are to be tested annually.

AMRE is currently seeking from Pinnacle, and believes it will obtain, a

waiver on certain debt covenants.

The outstanding principal and interest, net of debt issuance

costs of $ 138,000 , approximates $ 2,857,000 and is included in long-term debt, net on the accompanying consolidated balance sheet at March

Sharing Services Global Corporation

October 2017, SHRG issued a Convertible Promissory Note in the principal amount of $ 50,000

(the “Note”) to HWH International,

Inc (“HWH International” or the “Holder”).

HWH International is affiliated with Heng Fai Ambrose Chan,

who became a Director of SHRG April 2020.

The Note is convertible into 333,333

shares of SHRG Common Stock.

Concurrent with

issuance of the Note, SHRG issued to HWH International a detachable warrant to purchase up to an additional 333,333

shares of SHRG Common Stock, at an exercise price

of $ 0.15 per

Under the terms of the Note and the detachable stock warrant, the Holder is entitled to certain financing rights.

If SHRG enters

into more favorable transactions with a third-party investor, it must notify the Holder and may have to amend and restate the Note and

the detachable stock warrant to be identical.

December 2019, SHRG and the holder of the SHRG $ 100,000

convertible note dated April 13, 2018 (the “April

2018Note”) entered into an amendment to the underlying promissory note.

Pursuant to the amendment, the parties extended the maturity

date of the note to April 2021.

AMRE is currently seeking from Pinnacle,

and believes it will obtain, a waiver on certain debt covenants.

The outstanding principal and interest, net of debt issuance costs of

$ 121,000 , approximates $ 2,882,000 and is included in long-term debt, net on the accompanying consolidated balance sheet at June 30, 2022.

Services Global Corporation

October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $ 50,000 (the “Note”) to HWH

International, Inc.

(“HWH” or the “Holder”), a related party.

HWH is affiliated with Heng Fai Ambrose Chan, who became a Director of the Company in April 2020.

The Note is convertible into 333,333 shares of the Company’s Common Stock.

Concurrent with issuance

f the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the Company’s

Common Stock, at an exercise price of $ 0.15 per share.

Under the terms of the Note and the detachable stock warrant, the Holder is entitled

to certain financing rights.

If the Company enters into more favorable transactions with a third-party investor, it must notify the Holder

and may have to amend and restate the Note and the detachable stock warrant to be identical.

On August 9, 2022, HWH and the Company executed

an agreement to settle the Note and cancel the related stock warrant for $ 78,635.62 , which amount represents the principal plus accrued

The Company made the payment to HWH on August 9, 2022.

December 2019, SHRG and the holder of the SHRG $ 100,000 convertible note dated April 13, 2018 (the “April 2018Note”) entered

into an amendment to the underlying promissory note.

Pursuant to the amendment, the parties extended the maturity date of the note to

In addition, after giving effect to the amendment, the April 2018 Note is non-interest bearing.

terms of the April 2018 Note remain unchanged.

All other terms of the April

2018 Note remain unchanged.

This Note was repaid in full during March 2022.

1 unchanged sentence

Company has operating leases predominantly for operating facilities.

As of March 31, 2022, the remaining lease terms on our operating

leases range from less than one to five years .

As of June 30, 2022, the remaining lease terms on our operating

leases range from less than one to twelve years.

Renewal options to extend our leases have not been exercised due to uncertainty.

4 unchanged sentences

There are no significant finance leases as

of March 31, 2022.

minimum lease payments as of March 31, 2022, are as follows:

of June 30, 2022.

minimum lease payments as of June 30, 2022, are as follows:

of Lease Liability:

Schedule of Future Minimum Lease Payments

Total lease payments

lease payments

Imputed Interest

Present value of remaining lease payments

Weighted-average remaining lease term (years)

Weighted-average discount rate

value of remaining lease payments

Weighted-average

remaining lease term (years)

Weighted-average

discount rate

March of 2022, Premier Packaging began leasing its relocated manufacturing facilities to West Henrietta, New York.

This lease contains

an escalating payment clause, ranging from $ 61,000 per month to $ 78,000 per month, over the twelve term of the lease.

contains an escalating payment clause, ranging from $ 61,000

per month to $ 78,000

per month, over the twelve year term of the lease.

Commitments and Contingencies

17 unchanged sentences

(i) $ 144,658 in wages from April 11, 2019 through December 31, 2019;

(ii) $ 769 in

alleged unpaid based salary for time worked before April 11, 2019;

16 unchanged sentences

Additionally,

on March 2, 2020, DSS and DSSTM filed a second litigation action against Jeffrey Ronaldi in the State of New York, Supreme Court,

County of Monroe, Document Security Systems, Inc.

on March 2, 2020, DSS and DSSTM filed a second litigation action against Jeffrey Ronaldi in the State of New York, Supreme Court, County

of Monroe, Document Security Systems, Inc.

and DSS Technology Management, Inc.

Jeffrey Ronaldi, Index No.:

2020002300, alleging

acts of self-dealing and conflicts of interest while he served as CEO of both DSS and DSS TM.

Ronaldi filed a Notice of Removal of

this civil litigation to the United States District Court for the Western District of New York where it was assigned Case No.

2020002300, alleging acts

of self-dealing and conflicts of interest while he served as CEO of both DSS and DSS TM.

Ronaldi filed a Notice of Removal of this

civil litigation to the United States District Court for the Western District of New York where it was assigned Case No.

6:20-cv-06265-EAW.

2 unchanged sentences

On March 16, 2021, the Western District of New York granted Mr.

motion to have his defense costs advanced to him during the pendency of the action as they are incurred.

Ronaldi’s motion

to have his defense costs advanced to him during the pendency of the action as they are incurred.

On March 26, 2021, Mr.

Ronaldi applied to the court for reimbursement of $ 160,896.25

in legal fees which was subsequently reduced

to $ 159,771.25 .

A second application was filed on November 12, 2021, seeking $ 121,672.51

in fees for a total demand of $ 281,443.76 .

The Company has objected to the size of those bills as they were based on out-of-town billing rates and the result of an excessive number

of hours spent on litigation.

The parties now engaged in discovery, awaiting a decision on the Company’s objection to Mr.

fee applications.

The parties engaged in court-ordered mediation on June 17, 2021, but the matter did not resolve.

Following mediation,

the Company moved to stay the federal court action pending the outcome of the state court action to avoid inconsistent rulings on

common issues of law and fact.

Ronaldi applied

to the court for reimbursement of $ 160,896.25 in legal fees which was subsequently reduced to $ 159,771.25 .

A second application was filed

on November 12, 2021, seeking $ 121,672.51 in fees for a total demand of $ 281,443.76 .

The Company has objected to the size of those bills

as they were based on out-of-town billing rates and the result of an excessive number of hours spent on litigation.

The parties now engaged

in discovery, awaiting a decision on the Company’s objection to Mr.

Ronaldi’s fee applications.

The parties engaged in court-ordered

mediation on June 17, 2021, but the matter did not resolve.

Following mediation, the Company moved to stay the federal court action pending

the outcome of the state court action to avoid inconsistent rulings on common issues of law and fact.

The motion to stay was denied.

3 unchanged sentences

(“Maiden”) commenced an action against DSS, Inc.

Decentralized Sharing Systems, Inc.

(“DSS”), Decentralized

Sharing Systems, Inc.

(“Decentralized”), HWH World, Inc.

(“HWH”), RBC Life International, Inc.,

RBC Life Sciences, Inc (“RBC”)., Frank D.

(“HWH”), RBC Life International, Inc., RBC Life Sciences,

Inc (“RBC”)., Frank D.

Heuszel (“Heuszel”), Steven E.

Brown, Clinton Howard, and Andrew Howard

(collectively, “Defendants”).

The lawsuit is currently pending in the United States District Court Northern District of Texas,

Dallas Division, and is styled and numbered Maiden Biosciences, Inc.

Brown, Clinton Howard, and Andrew Howard (collectively,

“Defendants”).

The lawsuit is currently pending in the United States District Court Northern District of Texas, Dallas Division,

and is styled and numbered Maiden Biosciences, Inc.

Document Security Stems, Inc., et al., Case No.

3:21-cv-00327.

lawsuit relates to two promissory notes executed by RBC in the 4 th quarter of 2019

in favor of Decentralized and HWH, totaling approximately $800,000.

Maiden, a 2020 default judgment creditor of RBC, in the principal

amount of $4,329,000, now complains about those notes, the funding of those notes, the subsequent default of those notes by RBC, and

HWH and Decentralized’s subsequent Article 9 foreclosure or deed-in-lieu debt conveyances.

In the instant lawsuit, Maiden

asserts claims against Defendants for unjust enrichment, fraudulent transfer under the Texas Uniform Fraudulent Transfer Act, and violation

of the Racketeer Influenced and Corrupt Organizations Act.

lawsuit relates to two promissory notes executed by RBC in the 4 th quarter of 2019 in favor of Decentralized and HWH, totaling

approximately $ 800,000 .

Maiden, a 2020 default judgment creditor of RBC, in the principal amount of $ 4,329,000 , now complains about those

notes, the funding of those notes, the subsequent default of those notes by RBC, and HWH and Decentralized’s subsequent Article

9 foreclosure or deed-in-lieu debt conveyances.

In the instant lawsuit, Maiden asserts claims against Defendants for unjust enrichment,

fraudulent transfer under the Texas Uniform Fraudulent Transfer Act, and violation of the Racketeer Influenced and Corrupt Organizations

Maiden also seeks a judgment from the court declaring:

“(1) Defendants

lacked a valid security interest in RBC and RBC Subsidiaries’ assets and therefore lacked the authority to sell the assets during

the public foreclosure sale;

(2) Defendant Heuszel’s low bid at the public foreclosure sale was invalid and void;

(3) the public

foreclosure sale was conducted in a commercially unreasonable manner;

and (4) Defendants do not have the legal authority to transfer

RBC and RBC’s Subsidiaries assets to Heuszel and HWH.” Maiden seeks to recover from Defendants:

(1) treble damages or, alternatively,

damages in the amount of their underlying judgment plus the other creditors’ claims or the value of the assets transferred, whichever

is less, plus punitive or exemplary damages;

(2) pre- and post-judgment interest;

“(1) Defendants lacked a valid security interest in RBC and RBC Subsidiaries’

assets and therefore lacked the authority to sell the assets during the public foreclosure sale;

(2) Defendant Heuszel’s low bid

at the public foreclosure sale was invalid and void;

(3) the public foreclosure sale was conducted in a commercially unreasonable manner;

and (4) Defendants do not have the legal authority to transfer RBC and RBC’s Subsidiaries assets to Heuszel and HWH.” Maiden

seeks to recover from Defendants:

(1) treble damages or, alternatively, damages in the amount of their underlying judgment plus the other

creditors’ claims or the value of the assets transferred, whichever is less, plus punitive or exemplary damages;

(2) pre- and post-judgment

and (3) attorneys’ fees and cost.

23 unchanged sentences

also seeks the dismissal of Maiden’s TUFTA claim against Heuszel.

The DSS Defendants’ motion to dismiss the amended complaint

will be ripe for determination on or after October 22, 2021.

Trial is currently set for December 5, 2022, on the Court’s

two-week docket.

Trial is currently set for December 5, 2022, on the Court’s two-week

addition to the foregoing, we may become subject to other legal proceedings that arise in the ordinary course of business and have not

3 unchanged sentences

The Company accrues for potential litigation losses when a loss is probable and estimable.

March 19, 2022, Impact BioMedical entered into a License Agreement (“Equivir License”) with a third-party (“Licensee”)

where the Licensor is granted the right, amongst other things, to develop, commercialize, and sell the Company’s Equivir technology.

In exchange, the Licensee shall pay the Company a royalty of 5.5 % of net sales.

Under the terms of the Equivir Agreement, the Company

shall reimburse the Licensee for 50% of the development costs provided that the development costs shall not exceed $ 1,250,000 .

June 30, 2022, no liability has been recorded in relation to the Equivir License as development of the Equivir technology has not begun

and no reasonable amount can be estimated.

Stockholders’ Equity

3 unchanged sentences

Agreement dated January 25, 2022 (the “SPA”).

Pursuant to the SPA, AEI had agreed to purchase 44,619,423

shares of the Company’s common stock for

a purchase price of $ 0.3810

per share, for an aggregate purchase price of

$ 17,000,000 .

Pursuant to the Amendment, the number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877

shares for an aggregate purchase price of $ 1,519,000 .

Pursuant to the SPA, AEI had agreed to purchase 44,619,423 shares of the Company’s

common stock for a purchase price of $ 0.3810 per share, for an aggregate purchase price of $ 17,000,000 .

Pursuant to the Amendment, the

number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877 shares for an aggregate

purchase price of $ 1,519,000 .

This transaction was completed on March 9, 2022.

In addition, the Company’s Executive Chairman and a significant stockholder, Heng

Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

On March 10, 2022, the Company

issued 894,084 shares of common stock to Heng Fai Ambrose Chan pursuant to his employment agreement.

These shares were issued in consideration

of $ 340,000 due under this employment agreement.

Compensation - The Company records stock-based payment expense related to options and warrants based on the grant date fair value

in accordance with FASB ASC 718.

Stock-based compensation includes expense charges for all stock-based awards to employees, directors

and consultants.

In addition, the Company’s Executive Chairman and

a significant stockholder, Heng Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

March 10, 2022, the Company issued 894,084 shares of common stock to Mr.

Heng Fai Ambrose Chan pursuant to his employment agreement.

These shares were issued in consideration of $ 340,000 due under this employment agreement.

May 5, 2022, the Company issued 63,205 shares of common stock to Mr.

Frank Heuszel, CEO of DSS, pursuant to his employment agreement.

These shares were issued in consideration of $ 29,000 due under this employment agreement.

May 25, 2022, the Company issued 15,389,995 shares of common stock to Mr.

Heng Fai Ambrose Chan pursuant to his employment agreement.

These shares were issued in consideration of $ 5,847,000 due under this employment agreement.

Compensation - The Company records stock-based payment expense related to options and warrants based on the grant date fair

value in accordance with FASB ASC 718.

Stock-based compensation includes expense charges for all stock-based awards to employees,

directors and consultants.

Such awards include option grants, warrant grants, and restricted stock awards.

During the three months ended March

31, 2022, the Company’s stock compensation approximated $ 4,000 or less than $ .01 basic and diluted loss per share.

Cash Flow Information

following table summarizes supplemental cash flows for the three-months ended March 31, 2022, and 2021:

During the six months

ended June 30, 2022, the Company’s stock compensation approximated $ 6,221,000

or less than $ .06

basic and diluted loss per share.

Supplemental Cash Flow Information

following table summarizes supplemental cash flows for the six-months ended June 30, 2022, and 2021:

Schedule of Supplemental Cash Flow Information

Cash paid for interest

Non-cash investing and financing activities:

Termination of right of use lease asset

paid for interest

investing and financing activities:

of right of use lease asset

$ ( 744,000 )

Termination of right of use lease liability

Debt conversion to equity

Shares issued for accrued bonus

of right of use lease liability

received for loan origination fee

$ ( 3,000,000 )

received for prepaid loan interest

$ ( 2,440,000 )

Right of use asset addition

issued in lieu of bonus cash

of note receivable to equity

Segment Information

47 unchanged sentences

have significantly decreased.

The amounts for these segments have been included in the Corporate reporting segment for the year ended

March 31, 2022 and 2021, as necessary, below for reconciliation purposes.

information concerning the Company’s operations by reportable segment for the three months ended March 31, 2022 and 2021 is as

The amounts for these segments have been included in the Corporate reporting segment for the six and three

months ended June 30, 2022 and 2021, as necessary, below for reconciliation purposes.

information concerning the Company’s operations by reportable segment for the six and three months ended June 30, 2022 and 2021

is as follows.

The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently,

1 unchanged sentence

Schedule of Operations by Reportable Segment

Three Months Ended March 31, 2022

Product Packaging

Commercial Lending

Direct Marketing

Months Ended June 30, 2022

Biotechnology

1 unchanged sentence

Interest expense

Interest income

Amortized debt discount

Stock based compensation

Net income (loss) from

continuing operations

( 3,332,000 )

( 2,687,000 )

( 5,410,000 )

Capital expenditures

Identifiable assets

Months Ended June 30,2021

Biotechnology

Depreciation and amortization

Interest expense

Stock based compensation

Impairment of goodwill

Net income (loss) from continuing operations

Net income (loss) from

continuing operations

( 5,985,000 )

1 unchanged sentence

( 10,725,000 )

Capital expenditures

Identifiable assets

Months Ended June 30, 2022

Biotechnology

Depreciation and amortization

Interest expense

Stock based compensation

Income tax benefit

Net income (loss) from

continuing operations

( 3,472,000 )

( 1,289,000 )

( 5,838,000 )

( 4,292,000 )

( 14,361,000 )

Capital expenditures

Identifiable assets

Three Months Ended March 31,2021

Product Packaging

Commercial Lending

Direct Marketing

Months Ended June 30,2021

Biotechnology

2 unchanged sentences

Stock based compensation

Impairment of goodwill

Net income (loss) from continuing operations

Income tax benefit

Net income (loss) from

continuing operations

( 7,785,000 )

1 unchanged sentence

( 5,746,000 )

( 14,787,000 )

Capital expenditures

3 unchanged sentences

Products Revenue Information:

Three months ended March 31, 2022

ended June 30, 2022

Packaging Printing and Fabrication

Commercial and Security Printing

Total Printed Products

Three months ended March 31, 2021

Commercial and Security

Printed Products

ended June 30, 2021

Packaging Printing and Fabrication

Commercial and Security Printing

Total Printed Products

Commercial and Security

Printed Products

ended June 30, 2022

Direct Marketing

Three months ended March 31, 2022

Direct Marketing Internet Sales

Total Direct Marketing

Three months ended March 31, 2021

Direct Marketing Internet Sales

Total Direct Marketing

Rental Income

Three months ended March 31, 2022

Internet Sales

Direct Marketing

ended June 30, 2021

Direct Marketing

Internet Sales

Direct Marketing

ended June 30, 2022

Rental income

Total Rental Income

Three months ended March 31, 2021

months ended June 30, 2021

Rental Income

Total Rental Income

Management Fee Income

months ended March 31, 2022

Management fee income

Total Management fee income

months ended March 31, 2021

Management fee income

Total Management fee income

Net Investment Income

months ended March 31, 2022

Net investment income

Total Management fee income

months ended March 31, 2021

Management fee income

Total Management fee income

On April 29, 2022,

a purported shareholder of the Company filed a lawsuit in the New York Supreme Court in Monroe County (the “Complaint”) against

the Company and members of the Company’s Board.

In general, the Complaint alleges that the defendants breached their fiduciary

duty to defendant with regards to the transactions described in proposals 1 and 2 in our definitive proxy statement.

believes that the claims asserted in the above-described actions are without merit and that no supplemental disclosure is required under

applicable law.

However, in order to moot the unmeritorious disclosure claims, to avoid the risk of the above-described actions delaying

or adversely affecting the transactions and to minimize the costs, risks and uncertainties inherent in litigation, without admitting

any liability or wrongdoing, the Company has determined to voluntarily supplement its proxy statement.

plaintiff has withdrawn a request for hearing on their order to show cause to enjoin us from going forward on our proxy proposals 1 and

Investment Income

ended March 31, 2022

Net investment

Total Management fee

ended March 31, 2021

Total Management fee

Related Party Transactions

Company owns 127,179,311 shares or approximately 7 % of the outstanding shares of Alset International Limited (“Alset Intl”),

formerly named Singapore eDevelopment Limited (“SED”), a company incorporated in Singapore and publicly listed on the Singapore

Exchange Limited.

This investment is classified as a marketable security and is classified as long-term assets on the consolidated balance

sheets as the Company has the intent and ability to hold the investments for a period of at least one year.

The Chairman of the Company,

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 June 30, 2022, and December

31, 2021, was approximately $ 3,841,000 and $ 4,909,000 respectively.

During the six months ended June 30, 2022 and June 30, 2021, the

Company recorded unrealized loss on this investment of approximately $ 1,068,000 and $ 967,000 , respectively.

On March 2, 2020, AMRE entered

into a $ 200,000 unsecured promissory note with LVAMPTE, a related party.

The Note calls for interest to be paid annually on March 2 with

interest fixed at 8.0 % .

As further incentive to enter into this Note, AMRE granted LVAMPTE warrants to purchase shares of common stock

of AMRE (the “Warrants”).

The amount of the warrants granted is the equivalent of the Note Principal divided by the Exercise

The Warrants are exercisable for four years and are exercisable at $ 5.00 per share (the “Exercise” Price).

2022, this debt was converted into equity in AMRE, and LVAMPTE exercised the warrants for $ 200,000 (see the consolidated statement of

changes in stockholders’ equity) The holder is a related party owned by the Chairman of the Company’s board of directors.

On March 18, 2021, the Company

entered into an agreement with Alset EHome International, Inc.

(“Seller”), a related party, to purchase from the Seller’s

its wholly owned subsidiary Impact Oncology PTE Ltd.

(“IOPL”) for a purchase price $ 2,480,000 .

The acquisition of IOPL has

been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic 805.

IOPL owns 2,480,000 shares

of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common stock.

The Sellers largest shareholder

Heng Fai Ambrose Chan, the Chairman of the Company’s board of directors and its largest shareholder.

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 of Alset Title Company, Inc, a Texas corporation (“ATC”).

DSS Securities,

shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting

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

was minimal activity for the six months ended June 30, 2022.

September 9, 2021, the Company finalized a stock purchase agreement (the “SPA”) with American Pacific Bancorp (“APB”),

which provided for an investment of $ 40,000,000 by the Company into APB for an aggregate of 6,666,700 shares of the APB’s Class

A Common Stock, par value $ 0.01 per share.

Subject to the terms and conditions contained in the SPA, the shares issued at a purchase

price of $ 6.00 per share.

As a result of this transaction, DSS owns approximately 53 % of APB, and as a result its operating results will

be included in the Company’s financial statements beginning September 9, 2021.

The Company incurred approximately $ 36,000 in cost

associated with the acquisition of APB which were recorded as general and administrative expenses.

The acquisition of APB meets the definition

of a business with inputs, processes and outputs, and therefore, the Company has concluded to account for this transaction in accordance

with the acquisition method of accounting under Topic 805.

During the six months ended June 30, 2022, APB had net income of $ 645,000 ,

of which, $ 306,000 is attributable to non-controlling interest.

The next largest shareholder of APB is Alset EHome International, Inc.

AEI’s Chairman and CEO, Heng Fai Ambrose Chan, and a member of the AEI’s Board of Directors, Wu Wai

Leung William, each serve on both the AEI Board and the Board of the Company.

The CEO of the Company, Mr.

Heuszel, also has

an approximate 2 % equity position of APB.

APB and the company in which APB owns marketable securities share a common director.

On October 7, 2021, HWH World,

Inc., a subsidiary of the Company entered into a revolving loan commitment (“Note 9”) with Borrower 9, a company registered

Note 9 has an principal balance of $ 52,000 and incurred no interest through the maturity date of December 31,2021 .

The outstanding

principal at June 30, 2022 and December 31, 2021 is $ 58,000 and $ 52,000 , respectively, and is included in the current portion of notes

This note was amended in April 2022 to extend the maturity date through April 2023.

On October 13, 2021, LVAM entered

into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal amount of $ 3,000,000 , with

interest to be charged at a variable rate to be adjusted at the maturity date.

The BMIC Loan matures on October 12, 2022 , and contains

an auto renewal period of three months.

As of June 30, 2022 and December 31, 2021, $ 3,048,000 and $ 3,000,000 , respectively, is included

in current portion of long-term debt, net on the consolidated balance sheet.

On October 13, 2021, LVAM entered

into loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”), a related party, whereas LVAM borrowed the principal amount of

$ 3,000,000 , with interest to be charged at a variable rate to be calculated at the maturity date.

The Wilson Loan matures on October 12,

2022 , and contains an auto renewal period of three months.

This loan was funded during March 2022.

As of June 30, 2022 $ 3,000,000 is included

in current portion of long-term debt, net on the consolidated balance sheet.

In November 2021, AMRE entered

into a convertible promissory note (“Alset Note”) with Alset International Limited (“Alset International”), a

related party, for the principal amount of $ 8,350,000 .

The Alset Note accrues interest at 8 % per annum and matures in December 2023, with

interest due quarterly and the principal due at maturity.

Principal and interest of approximately $ 8,805,000 is included in long-term

debt, net on the accompanying consolidated balance sheet on June 30, 2022.

February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with its shareholder Alset

EHome International Inc.

(“AEI”), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase

Agreement dated January 25, 2022 (the “SPA”).

Pursuant to the SPA, AEI had agreed to purchase 44,619,423 shares of the Company’s

common stock for a purchase price of $ 0.3810 per share, for an aggregate purchase price of $ 17,000,000 .

Pursuant to the Amendment, the

number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877 shares for an aggregate

purchase price of $ 1,519,000 .

This transaction was completed on March 9, 2022.

In addition, the Company’s Executive Chairman and

a significant stockholder, Heng Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

On May 13, 2021, and later amended

in April 2022, Sentinel Brokers, LLC, a subsidiary of the Company entered a revolving credit promissory note (“Note 4”) with

Borrower 4, a company registered in the state of New York and related party.

Note 4 has an aggregate principal balance up to $ 3,000,000 ,

to be funded at request of Borrower 4.

Note 4, which incurs interest at a rate of 6.65 % is payable in areas until the principal is paid

in full at the maturity date of May 13, 2023 .

As of June 30, 2022 and December 31, 2021, there was $ 1,660,000 and $ 0 , respectively, outstanding

on the, and is included in current notes receivable on the accompanying consolidated balance sheet.

In October 2017, Sharing Services issued a Convertible Promissory Note

in the principal amount of $ 50,000 (the “Note”) to HWH International, Inc.

(“HWH” or the “Holder”),

a related party.

HWH is affiliated with Heng Fai Ambrose Chan, who became a Director of the Company in April 2020.

The Note is convertible

into 333,333 shares of the Company’s Common Stock.

Concurrent with issuance f the Note, the Company issued to HWH a detachable stock

warrant to purchase up to an additional 333,333 shares of the Company’s Common Stock, at an exercise price of $ 0.15 per share.

the terms of the Note and the detachable stock warrant, the Holder is entitled to certain financing rights.

If the Company enters into

more favorable transactions with a third-party investor, it must notify the Holder and may have to amend and restate the Note and the

detachable stock warrant to be identical.

On August 9, 2022, HWH and the Company executed an agreement to settle the Note and cancel the

related stock warrant for $ 78,635.62 , which amount represents the principal plus accrued interest.

The Company made the payment to HWH

on August 9, 2022.

Subsequent Events

May 17, 2022, the shareholders of the Company approved the issuance of up to 21,366,177 Shares our Common Stock to Alset International

Limited (“Alset International”), a related party, to purchase the Convertible Promissory Note issued by American Medical REIT, Inc.

principal amount of $ 8,350,000 and accrued but unpaid interest of $ 367,400 through May 15, 2022.

This transaction was finalized in July

May 17, 2022, the shareholders of the Company approved the acquisition of 62,122,908

shares of True Partners Capital Holdings Limited (“True Partners”), a company publicly traded on the Hong Kong stock

exchange in exchange for 17,570,948

shares of DSS stock.

The True Partner shares were acquired from Alset EHome International, Inc.

(“Alset EHome”), a

related party.

Heng Fai Ambrose Chan, our director and Executive Chairman, is also Chairman of the Board, Chief Executive

Officer, and the largest beneficial owner of the outstanding shares of Alset EHome.

This transaction was completed with the

transfer of DSS share to Alset EHome on July 1, 2022 with the issuance of DSS shares, which were valued at $ 0.34 per share, to Alset EHome.

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

What changed 10-Q

Item 1. Financial Statements