What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-14 compared with 2022-09-14 · 707 added, 615 removed, 832 unchanged (61% of the section changed)

31 unchanged sentences

Stockholders’ equity

Preferred stock, $ .02

Preferred stock, $ .02 par

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

Liquidation value $ 1,000

per share, zero aggregate on December 31, 2021.

Liquidation value $ 1,000 per share,

zero aggregate.

zero on December 31, 2021).

Common stock, $ .02 par value;

3 unchanged sentences

( 134,503,000 )

Total stockholders’ equity

Non-controlling interest

in subsidiaries

stockholders’ equity attributed to DSS stockholders

Total stockholders’

Non-controlling

interest in subsidiaries

Total stockholders’

liabilities and stockholders’ equity

5 unchanged sentences

the Three Months Ended

the Six Months Ended

investment income

and expenses:

general and administrative (including stock based compensation)

September 30,

the Nine Months Ended

September 30,

Printed products

Rental income

Management fee income

Net investment income

Total revenue

Costs and expenses:

Cost of revenue

general and administrative (including stock based compensation)

Total costs and expenses

Operating loss

( 14,183,000 )

2 unchanged sentences

( 15,991,000 )

income (expense):

income (expense)

Other income (expense):

Interest income

Other income (expense)

Interest expense

( 2,105,000 )

on extinguishment of debt

on equity method investment

Gain on extinguishment

Gain/(loss) on equity method

( 1,645,000 )

( 2,556,000 )

Loss on investments

1 unchanged sentence

( 2,996,000 )

( 10,479,000 )

( 10,894,000 )

on sale of assets

from continuing operations before income taxes

Loss from continuing operations

before income taxes

( 24,801,000 )

2 unchanged sentences

( 25,777,000 )

from continuing operations

Income tax benefit

Loss from continuing operations

( 24,801,000 )

7 unchanged sentences

( 19,333,000 )

from continuing operations attributed to noncontrolling interest

Net loss attributable to common stockholders

Loss from continuing

operations attributed to noncontrolling interest

loss attributable to common stockholders

( 20,214,000 )

2 unchanged sentences

( 18,997,000 )

per common share:

per common share - discontinued operations:

used in computing loss per common share:

Loss per common share:

Earnings per common share

- discontinued operations:

Shares used in computing

loss per common share:

accompanying notes to the condensed consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

the Six Months Ended June 30,

flows from operating activities:

loss from continuing operations

$ ( 14,361,000 )

the Nine Months Ended September 30,

Cash flows from operating activities:

Net loss from continuing operations

$ ( 39,161,000 )

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

$ ( 21,462,000 )

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

Depreciation and amortization

Stock based compensation

Gain/(loss) on equity method investment

Loss (gain) on investments

Loss on allowance for obsolescence of inventory

Change in ROU assets and lease liabilities, net

on extinguishment of debt

Gain on extinguishment of debt

Deferred tax benefit

( 4,315,000 )

of debt discount, origination fee and prepaid interest

Accretion of debt discount, origination fee and prepaid interest

( 2,287,000 )

1 unchanged sentence

Impairment of notes receivable and other investments

(increase) in assets:

Decrease (increase) in assets:

Accounts receivable

( 3,316,000 )

expenses and other current assets

(decrease) in liabilities:

( 1,580,000 )

cash used by operating activities

Prepaid expenses and other current assets

Increase (decrease) in liabilities:

Accounts payable

Accrued expenses

( 3,205,000 )

Other liabilities

( 1,054,000 )

flows from investing activities:

of property, plant and equipment

Net cash used by operating activities

( 23,251,000 )

of real estate

( 12,448,000 )

of investment

Cash flows from investing activities:

Purchase of property, plant and equipment

( 1,349,000 )

of marketable securities

( 2,816,000 )

Purchase of real estate

( 6,565,000 )

of property, plant and equipment

of equity investment

of marketable securities

of new notes receivable

Purchase of investment

( 19,026,000 )

Purchase of marketable securities

( 14,254,000 )

( 8,789,000 )

Disposal of property, plant and equipment

Asset acquired with APB acquisition

Purchase of equity investment

( 1,276,000 )

Sale of marketable securities

Issuance of new notes receivable, net origination fees

( 4,687,000 )

( 24,048,000 )

Payments received on notes receivable

of intangible assets

cash used by investing activities

Purchase of intangible assets

( 1,115,000 )

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

Net cash used by investing activities

( 17,816,000 )

( 53,215,000 )

Cash flows from financing activities:

Payments of long-term debt

( 1,893,000 )

Borrowings of long-term debt

Deferred financing fees

Issuances of common stock, net of issuance costs

Net cash provided by financing activities

Cash flows from discontinued operations:

Cash provided by discontinued operations

Cash provided by investing activities

cash used by discontinued operations

increase (decrease) in cash

Net cash used by discontinued operations

Net increase (decrease) in cash

( 33,750,000 )

and cash equivalents at beginning of period

and cash equivalents at end of period

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

accompanying notes to the condensed consolidated financial statements.

8 unchanged sentences

Issuance of common stock, net of expenses

Conversion of debt to equity in subsidiary

Stock based payments

3 unchanged sentences

( 39,161,000 )

Balance, June 30, 2022

Balance, September

$ 317,125,000

5 unchanged sentences

$ ( 101,382,000 )

Beginning balance

$ 174,380,000

$ ( 101,382,000 )

Issuance of common stock, net of expenses

1 unchanged sentence

Conversion of preferred stock

Acquisition of American Pacific Bancorp

( 18,997,000 )

1 unchanged sentence

( 19,333,000 )

Balance, June 30, 2021

Balance, September

$ 294,682,000

2 unchanged sentences

$ 199,292,000

Ending balance

$ 294,682,000

$ ( 120,379,000 )

$ 175,897,000

$ 199,292,000

accompanying notes to the condensed consolidated financial statements.

72 unchanged sentences

to provide underutilized properties with small microgrids for independent energy.

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

(“Impact BioMedical”), pursuant to a Share

Exchange Agreement by and among the Company, DSS BioHealth Security, Inc.

(“DSS BioHealth”), Alset International Limited

(formally Singapore eDevelopment Ltd.), and Global Biomedical Pte Ltd.

(“GBM”), which was previously approved by the Company’s

shareholders (the “Share Exchange”).

Under the terms of the Share Exchange, the Company issued 483,334 shares of the Company’s

common stock, par value $ 0.02 per share, 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.

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

32 unchanged sentences

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”).

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 September 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.

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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, as have certain amounts for the three and six months ended June 30, 2021.

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

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

44 unchanged sentences

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”)

Inventories consist primarily of paper, pre-printed security paper, paperboard, fully prepared packaging, air filtration systems,

and health and beauty products which and are stated at the lower of cost or net realizable value on the first-in, first-out

(“FIFO”) method.

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

At the closing of each

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

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.

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 $ 434,000

and $ 388,000

associated with the inventory at our SHRG subsidiary was recorded as of September 30, 2022, and December 31, 2021, respectively.

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

7 unchanged sentences

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

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

Under the guidance, the

assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition and all acquisition costs

are expensed as incurred.

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

the guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition and all

acquisition costs are expensed as incurred.

The excess of the purchase price over the estimated fair values is recorded as goodwill.

If the fair value

of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded.

The application

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

See Note 5 regarding the acquisitions.

If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded.

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

See Note 5 regarding the

acquisitions.

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

10 unchanged sentences

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

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

and nine months ended September 30, 2022, potential dilutive instruments include both warrants and options of 0 and 11,597 shares respectively.

For the three and nine months ended September 30, 2021, potential dilutive instruments include both warrants and options of 29,314 and

13,596 shares respectively.

2 unchanged sentences

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

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.

the nine months ended September 30, 2022, one customer accounted for 13 %

of our consolidated revenue.

As of September 30, 2022, this same customer accounted for 35 %

of our consolidated trade accounts receivable

During the nine months ended September 30, 2021, this customer accounted for 31 %

of our consolidated revenue and 57 %

of our consolidated trade accounts receivable

During the nine months ended September

30, 2022, vendor 1 accounted for 43 % and vendor 2 accounted for 21 % of our consolidated inventory purchases.

As of September 30, 2021,

vendor 1 accounted for 76 % of our consolidated inventory purchases.

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

of September 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 June 30, 2022, and December 31, 2021, the Company

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

established a reserve for doubtful accounts of approximately $ 42,000 and $ 20,000 respectively.

3 unchanged sentences

There were no sales commissions capitalized

as of June 30, 2022.

as of September 30, 2022.

and Handling Costs

7 unchanged sentences

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 principal and interest as of September

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 December 31, 2021.

The outstanding balance of $ 39,000 was converted to equity in Borrower 1.

2 unchanged sentences

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,

The outstanding principal and interest as of September 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.

4 unchanged sentences

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.

This note was amended to extend the maturity date to February 19, 2024 .Monthly payments are due on the twenty-first day of each month

and continuing each month thereafter until February 19, 2024, 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 September 30, 2022, and December 31, 2021 approximated $ 206,000 and $ 197,000 respectively, with $ 16,000 classified

in Current portion of notes receivable and $ 190,000 classified as 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 ,

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

LLC., owns 24.9 % of the company’s outstanding common stock.

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 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

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

May 13, 2023 .

As of September 30, 2022 and December 31, 2021, there was $ 309,000

respectively, and is included in Current portion of notes receivable on the accompanying consolidated balance sheet.

May 14, 2021, DSS Pure Air, Inc.

2 unchanged sentences

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 5interest accrues at a rate of 6.5 % due quarterly, and has a maturity date of May 14, 2023 .

Note 5 contains an optional

2 unchanged sentences

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 30, 2022 and December 31, 2021, approximated $ 5,333,000 and $ 5,081,000 , respectively, which is included in Current portion

of notes receivable on the accompanying consolidated balance sheet.

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

6 unchanged sentences

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.

At maturity, the outstanding principal and interest of $ 3,645,000

of Note 6 was converted into a new note with interest accruing at approximately 5.6 % per year with a maturity date of September 21, 2023.

The outstanding principal and interest of $ 3,650,000 and $ 3,540,000 of the Note 6 is included in Current portion of notes receivable

on the consolidated balance sheet at September 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.

8 unchanged sentences

and interest of approximately $ 937,000 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 $ 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 $ 250,000 ,

bearing interest at 12.5 %,

with a maturity date of May

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

The maturity date of Note 7 is in the process of being extended.

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

note for $ 250,000 , bearing interest at 15 % , with a maturity date of May 15, 2020 .

On June 5, 2020, the Company further extended the same

credit in the form of a promissory note for $ 250,000 , bearing interest at 15 % , with a maturity date of May 14, 2021 .

On August 30, 2021,

the Company further extended the same credit in the form of a promissory note for $ 250,000 , bearing interest at 12.5 % , with a maturity

date of May 15, 2023 .

The modification agreement is effective May 14, 2021.

1 unchanged sentence

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

The outstanding principal and interest of

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.

The outstanding principal and interest of approximately

$ 256,000 is included in Current portion of notes receivable on the consolidated balance sheet at September 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.

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 September 30, 2022 and December 31, 2021 is $ 61,000

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.

The Chief Operating Officer of DSS is the sole shareholder of Borrower 9.

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

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The outstanding principal and interest of $ 759,000 and $ 700,000 of Note 10 is included in Current

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

portion of notes receivable on the consolidated balance sheet at September 30, 2022 and December 31, 2021.

January 24, 2022, APB and Borrower 11 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.

The outstanding principal and interest at September 30, 2022 approximates $ 104,000 ,

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

1 unchanged sentence

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

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

The outstanding principal and interest at September 30, 2022 is $ 887,000 ,

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

2 unchanged sentences

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

The outstanding principal and interest at June 30, 2022 approximates

The outstanding principal and interest at September 30, 2022 approximates

$ 218,000 , and is included in Current portions of notes receivable on the accompanying consolidate balance sheet.

14, related party

August 29, 2022, DSS Financial Management, Inc.

(“DSSFM”) entered into subordinated loan agreement (“Note

14”) with Borrower 14, a broker/dealer, of which DSSFM owns 24.9 % of the company’s outstanding common stock, in the

principal sum of $ 100,000

with interest of 8 % ,

due at maturity date of August

The outstanding principal and interest at September 30, 2022 approximates $ 101,000 ,

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

July 26, 2022, APB entered into a revolving credit promissory note (Note 15) with Borrower 15 for the principal sum up to $ 1,000,000

which accrues interest at 8 % per year and maturing on July 26, 2024 .

Interest payments are due quarterly beginning on September 30, 2022.

Principal and any unpaid interest is due upon maturity.

The outstanding principal and interest at September 30, 2022 approximates $ 917,000 ,

and is included in 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 June 30, 2022, and December 31, 2021:

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

Schedule of Cash and Marketable Securities by Significant Investment Category

Money Market Funds

Marketable Securities

( 4,415,000 )

Investment in unconsolidated

( 2,246,000 )

Convertible securities

$ ( 7,386,000 )

Money Market Funds

6 unchanged sentences

Services Global Corp.

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

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.

During the quarter ended September 30, 2020,

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

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

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

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.

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

(“SHRG”), a publicly

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

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

thus has the ability to exercise significant influence over it.

During the quarter ended September 30, 2020, the Company began to account

for its investment in SHRG using the equity method in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures

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

Through a series of transactions,

DSS increased its ownership of voting shares in SHRG to approximately 58% on December 23, 2021.

The 58 % ownership of SHRG meets the definition

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

with the acquisition method of accounting under Topic 805 and began consolidating the financial results of SHRG as of December 31, 2021.

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 .

Also as of 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

3 unchanged sentences

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.

During the nine months ended September 30, 2022, SHRG incurred $ 1,632,000 of losses

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

are currently in the process of completing the purchase price accounting and related allocations associated with the acquisition of SHRG.

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preliminary purchase price accounting to be completed during the year ending December 31, 2022.

International Limited (formally Singapore eDevelopment Limited), related party

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.

International Limited , related party

Company owns 127,179,311 shares or approximately 4 % of the outstanding shares of Alset International Limited (“Alset Intl”),

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

This investment is classified as a marketable

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

investments for a period of at least one year.

The Chairman of the Company, Mr.

Heng Fai Ambrose Chan, is the Executive Director and

Chief Executive Officer of Alset Intl.

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 September 30, 2022, and December 31, 2021, was approximately $ 3,370,000

and $ 4,909,000 respectively.

During the nine months ended September 30, 2022 and September 30, 2021, the Company recorded unrealized

loss on this investment of approximately $ 1,539,000 and $ 967,000 , respectively.

Park Capital, Inc.

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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

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

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

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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.

sheet on September 30, 2022.

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

at September 30, 2022.

Capital International LLC

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

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

of the outstanding membership interest which it exercised in January of 2021 and increased its ownership to 24.9 %.

Upon achieving greater than 20 %

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 .

DSS Securities also

had the option to purchase an additional 10 % of the outstanding membership interest which it exercised for $ 100,000 in January of 2021

and increased its ownership to 24.9 % .

Upon achieving greater than 20 % ownership in BMIC during the quarter ended September 30, 2021,

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

The Company’s portion

of net loss in BMIC during the nine months ended September 30, 2022, approximated $ 10,000 .

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

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chairman of the board and another independent board member of the Company also have ownership interest in BMIC.

Title Company

or about August 28, 2020, the Company’s wholly owned subsidiary, DSS Securities, Inc.

entered into a corporate venture to form

and operate a real estate title agency, under the name 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.

There was minimal activity for the six months ended June

Technologies Asia Pacific Holdings Limited

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Agreement”) with BioMed Technologies Asia Pacific Holdings Limited (“BioMed”), a limited liability company incorporated

in the British Virgin Islands, pursuant to which the Company agreed to purchase 525

ordinary shares or 4.99 %

of BioMed at a purchase

in the British Virgin Islands, pursuant to which the Company agreed to purchase 525 ordinary shares or 4.99 % of BioMed at a purchase

price of approximately $ 632,000 .

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#1”) with Vivacitas Oncology Inc.

(“Vivacitas”), to purchase 500,000

shares of its common stock at the per share price

with an option to purchase 1,500,000

additional shares at the per share price of $ 1.00 .

This option will terminate upon one of the following events:

(“Vivacitas”), to purchase 500,000 shares of its common stock at the per share price

of $ 1.00 , with an option to purchase 1,500,000 additional shares at the per share price of $ 1.00 .

This option will terminate upon one

of the following events:

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

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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

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

(“IOPL”) for a

purchase price $ 2,480,000 .

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

business as defined in Topic 805.

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

250,000 shares of common stock.

The Sellers largest shareholder is Mr.

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

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”),

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

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.

shares or 16 % as of September 30, 2022.

As of September 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 .

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 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

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 nine 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,

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 gain in Sentinel for the nine months

ended September 30, 2022 approximated $ 143,000

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, 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”).

In 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 for:

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

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

(the “GNTW Warrant”).

Stemtech is a subsidiary of GNTW.

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

As 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

The GNTW Warrant expires on September 13, 2024 and conveys the right to purchase up to 1.4 million shares of GNTW’s common

stock at a purchase price calculated based on the closing price per share of GTNW’s common stock during the 10-day period ended

September 13, 2021.

In September 2021, GNTW issued to the Company 154,173 shares of its common stock, or less than 1% of the shares of

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

In November 2021, Globe Net Wireless Corp.

changed its corporate name to Stemtech Corporation.

In connection therewith, the investee’s

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

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

changed its corporate

name to Stemtech Corporation.

In connection therewith, the investee’s common stock is now traded under the symbol “STEK”.

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 and six months ended September 30, 2022, the Company recognized losses, before income tax, of $ 8.6 million and

$ 3.7 million in connection with its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock.

In September 2021, the Company entered into a Membership Unit Purchase

Agreement pursuant to which the Company acquired a 30.75 % equity interest in MojiLife, LLC, a limited liability company organized in the

State of Utah, in exchange for $ 1,537,000 .

MojiLife is an emerging growth distributor of technology-based consumer products for the home

MojiLife’s products include esthetically attractive, cordless scent diffusers for the home or for the car, as well as proprietary

home cleaning products and accessories.

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, 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).

Notes - On March 2, 2020, AMRE entered into a $ 200,000 unsecured promissory note with LVAMPTE, a related party.

The Note calls

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

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

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

The amount of the warrants granted is the equivalent

of the Note Principal divided by the Exercise Price.

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

(the “Exercise” Price).

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

(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.

$ 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.

March 16, 2021, American Medical REIT, Inc.

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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.

During the nine months ended September 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.

(“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 %.

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

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.

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 Loan.

As of September 30, 2022, and December 31, 2021, the outstanding principal on the BOA Note was

$ 3,521,000 and $ 3,339,000 , respectively and had an interest rate of 4.63 %.

The outstanding balance at December 31, 2021 is included in

Long-term debt, net on the consolidated balance sheet.

As of September 30, 2022, $ 468,000 was included in Current portion of long-term

debt, net, and the remaining balance of approximately $ 3,053,000 recorded as Long-term debt, net The BOA Note contains certain covenants

that are analyzed annual.

As of September 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 adjusted at the maturity date.

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

year period shall be determined one month prior

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

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

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

due at term end.

The 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).

As of September 30, 2022,

the total balance due net of deferred financing costs of $ 79,000 is $ 4,821,000 .

$ 216,000 is classified as Current portion of

long-term debt, net, and the remaining balance of approximately $ 4,605,000

recorded as Long-term debt.

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 ,

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

As of September 30, 2022 and December 31, 2021, $ 3,068,000 and $ 3,000,000 ,

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

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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.

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

This loan was funded during March 2022.

As of 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 .

As of September 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 ( 25 )

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

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

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

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

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 ,

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

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 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.

As of September 30, 2022, the outstanding principal and interested, net of deferred financing costs of $ 352,000

approximates $ 40,133,000

is included in Current portion of long-term debt,

on the consolidated balance sheet.

This agreement contains certain covenants that are analyzed on an annual basis, starting December

31, 2021 At September 30, 2022, AMRE is in compliance with all covenants.

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 .

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.

On May 17, 2022, the shareholders of

the Company approved the issuance of up to 21,366,177 Shares our Common Stock to Alset International to purchase the Convertible Promissory

Note issued by American Medical REIT, Inc.

with a principal amount of $ 8,350,000 and accrued but unpaid interest of $ 367,000 through

May 15, 2022.

This transaction was finalized in July 2022 and is eliminated upon consolidation into DSS.

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

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

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

The first installment is due January 1, 2023.

This agreement contains certain covenants that are analyzed on an annual basis,

starting December 31, 2021 At September 30, 2022, AMRE is in compliance with all covenants.

The outstanding principal and interest,

net of debt issuance costs of $ 104,000 ,

approximates $ 2,904,000

and is included in Long-term debt, net on the accompanying consolidated balance sheet at September 30, 2022.

Services Global Corporation

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(“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.

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

with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the

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

Under the terms of the Note and the detachable stock warrant,

the Holder is entitled to certain financing rights.

If the Company enters into more favorable transactions with a third-party investor,

it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical.

On August 9, 2022,

HWH and the Company executed an agreement to settle the Note and cancel the related stock warrant for $ 78,635.62 , which amount represents

the principal plus accrued interest.

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

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Company has operating leases predominantly for operating facilities.

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

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

leases range from less than one to twelve years.

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There are no significant finance leases as

of June 30, 2022.

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

of September 30, 2022.

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

of Lease Liability:

Schedule of Future Minimum Lease Payments

lease payments

of Future Minimum Lease Payments

Total lease payments

Imputed Interest

value of remaining lease payments

Weighted-average

remaining lease term (years)

Weighted-average

discount rate

( 1,953,000 )

Present 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.

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

per month to $ 78,000

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

This lease contains

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

Commitments and Contingencies

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former Chief Executive Officer.

This New York action seeks a declaratory judgment that, contrary to informal claims made by him, Mr.

The New York action sought a declaratory judgment that, contrary to informal claims made by him, Mr.

Ronaldi’s employment agreement with us expired by its terms and that he is not entitled to any cash bonuses or other unpaid amounts.

The lawsuit also seeks an injunction against Mr.

The lawsuit also sought an injunction against Mr.

Ronaldi from interfering with any of DSS’ IP litigation.

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asserted counterclaims in the Monroe County, New York action similar to those he originally brought in California.

Ronaldi claims

Ronaldi claimed

that his termination violated an alleged employment agreement or implied-in-fact employment agreement and that he should have remained

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bonus based on the result of certain alleged net proceeds from patent infringement litigation.

He further claims an interest in any recovery

in DSS Technology Management v.

He further claimed an interest in any

recovery in DSS Technology Management v.

Apple, Inc., Case No.

4:14-cf05330-HSG .

The court recently ordered Mr.

Ronaldi to produce several categories

of documents that he sought to withhold.

Discovery is ongoing.

Additionally,

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6:20-cv-06265-EAW.

Ronaldi filed a motion seeking to compel DSS to advance his legal fees to defend the action, which motion was fully briefed as of

June 30, 2020, and remains pending and undecided.

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

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.

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.

The Company intends to vigorously prosecute this action.

pieces of Ronaldi litigation were settled and were discontinued with prejudice as of October 19, 2022.

Biosciences Litigation

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(“Decentralized”), HWH World, Inc.

(“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.

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

(“HWH”), RBC Life International, Inc.

(RBC International)

(together, the “DSS Defendants”), Frank D.

Heuszel (“Heuszel”), RBC Life Sciences, Inc (“RBC”), Steven

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.

1 unchanged sentence

approximately $ 1,000,000 .

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

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

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

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

fraudulent transfer under the Texas Uniform Fraudulent Transfer Act (“TUFTA”), and violation of the Racketeer Influenced

and Corrupt Organizations Act (“RICO”).

Maiden also sought a judgment from the court declaring:

“(1) Defendants lacked

a valid security interest in RBC and RBC Subsidiaries’ assets and therefore lacked the authority to sell the assets during the

public foreclosure sale;

(2) Defendant Heuszel’s low bid at the public foreclosure sale was invalid and void;

(3) the public foreclosure

sale was conducted in a commercially unreasonable manner;

and (4) Defendants do not have the legal authority to transfer RBC and RBC’s

Subsidiaries assets to Heuszel and HWH.” Maiden sought to recover from Defendants:

(1) treble damages or, alternatively, damages

in the amount of their underlying judgment plus the other creditors’ claims or the value of the assets transferred, whichever is

less, plus punitive or exemplary damages;

(2) pre- and post-judgment interest;

and (3) attorneys’ fees and cost.

March 30, 2021, Defendants DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel filed a motion to dismiss seeking to dismiss

Maiden’s unjust enrichment, exemplary damages, and RICO claims against DSS, Decentralized, HWH, RBC Life International, Inc., and

Heuszel, as well as Maiden’s fraudulent transfer claims against DSS and RBC International, Inc.

On August 9, 2021, the Court then

entered an order granting in part the motion to dismiss filed on behalf of DSS, Decentralized, HWH, RBC Life International, Inc., and

Among other things, the Court held that Maiden failed to plausibly plead certain causes of action, including (1) the civil RICO

claim against DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel, (2) the TUFTA claim against DSS, and (3) the unjust

enrichment claim against DSS and RBC Life International, Inc.

Notably, the Court declined the request to dismiss the TUFTA claim against

RBC Life International, Inc.

The Court granted Maiden leave to file an amended complaint.

Maiden’s deadline to do so is Monday,

September 6, 2021.

The Company intends to vigorously defend its position.

On September 3, 2021, Maiden filed its amended complaint, asserting

a single cause of action against the DSS Defendants and RBC for an alleged TUFTA violation.

Generally, Maiden is seeking the same relief

requested in its original complaint.

Maiden, however, has abandoned its request for treble damages.

On September 17, 2021, the DSS Defendants

filed a motion to dismiss the amended complaint seeking to dismiss Maiden’s TUFTA claim to the extent it seeks to avoid a transfer

of assets owned by any of RBC’s subsidiaries, including but not limited to RBC Life Sciences USA, Inc.

Further, the motion to dismiss

also seeks the dismissal of Maiden’s TUFTA claim against Heuszel.

Trial is currently set for December 5, 2022, on the Court’s two-week

March 30, 2021, Defendants DSS, Decentralized, HWH, RBC International, and Heuszel filed a motion to dismiss seeking to dismiss Maiden’s

unjust enrichment, exemplary damages, and RICO claims against DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel, as

well as Maiden’s fraudulent transfer claims against DSS and RBC International.

On August 9, 2021, the Court then entered an order

granting in part the motion to dismiss filed on behalf of DSS, Decentralized, HWH, RBC International, and Heuszel.

Among other things,

the Court held that Maiden failed to plausibly plead certain causes of action, including (1) the civil RICO claim against DSS, Decentralized,

HWH, RBC International, and Heuszel, (2) the TUFTA claim against DSS, and (3) the unjust enrichment claim against DSS and RBC International.

Notably, the Court declined the request to dismiss the TUFTA claim against RBC International.

On September 3, 2021, Maiden filed its

first amended complaint, asserting a single cause of action against the DSS Defendants, Heuszel, and RBC for an alleged TUFTA violation.

Maiden sought the same relief requested in its original complaint.

Maiden, however, abandoned its request for treble damages.

17, 2021, the DSS Defendants filed a motion to dismiss the amended complaint seeking to dismiss Maiden’s TUFTA claim to the extent

it seeks to avoid a transfer of assets owned by any of RBC’s subsidiaries, including but not limited to RBC Life Sciences USA,

Further, the motion to dismiss sought the dismissal of Maiden’s TUFTA claim against Heuszel.

19, 2021, the Court granted the motion to dismiss in part, dismissing Maiden’s claim against Heuszel and determined Maiden failed

to plead that it was a creditor of RBC USA or RBC’s other subsidiaries.

However, the Court permitted Maiden to replead once again.

December 17, 2021, Maiden filed its second amended complaint which now asserts a single TUFTA claim against only the DSS Defendants,

RBC, and RBC USA.

During the discovery period, the Parties conducted written discovery, production of documents, and depositions of fact

witnesses and expert witnesses.

The discovery period closed on August 9, 2022.

The DSS Defendants have engaged Stout Risius Ross, LLC

to provide expert opinions regarding the value of the assets at issue.

On August 15, 2022, the DSS Defendants filed a motion to exclude

Maiden’s designated expert.

The DSS Defendants’ motion to exclude is still before the Court for determination.

the Company is preparing for trial which is set for December 5, 2022 on the Court’s two-week docket.

The Company intends to vigorously

defend its position at trial that Maiden should recover nothing on account of its TUFTA claim.

addition to the foregoing, we may become subject to other legal proceedings that arise in the ordinary course of business and have not

8 unchanged sentences

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.

September 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

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 .

February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with its shareholder

Alset EHome International Inc.

(“AEI”), pursuant to which the Company and AEI have agreed to amend certain terms of the

Stock Purchase Agreement dated January 25, 2022 (the “SPA”).

Pursuant to the SPA, AEI had agreed to purchase up to 44,619,423

shares of the Company’s common stock for a purchase price of $ 0.3810

per share, for an aggregate purchase price of $ 17,000,000 .

Pursuant to the Amendment, the number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877

shares for an aggregate purchase price of $ 1,519,000 .

This transaction was completed on March 9, 2022.

In addition, the Company’s Executive Chairman and

a significant stockholder, Heng Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

In 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.

7 unchanged sentences

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.

May 17, 2022, the shareholders of the Company approved the issuance of up to 21,366,177

Shares of our Common Stock to Alset International, a related party, to purchase the Convertible Promissory Note issued by American

Medical REIT, Inc.

with a principal amount of $ 8,350,000

and accrued but unpaid interest of $ 367,000

through May 15, 2022.

This transaction was finalized in July 2022.

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.

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.

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 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.

During the nine months ended September

30, 2022, the Company’s stock compensation approximated $ 4,000 .

Supplemental Cash Flow Information

following table summarizes supplemental cash flows for the six-months ended June 30, 2022, and 2021:

following table summarizes supplemental cash flows for the nine-months ended September 30, 2022, and 2021:

Schedule of Supplemental Cash Flow Information

paid for interest

investing and financing activities:

of right of use lease asset

Cash paid for interest

Non-cash investing and financing activities:

Termination of right of use lease asset

$ ( 744,000 )

of right of use lease liability

received for loan origination fee

Termination of right of use lease liability

Shares received for loan origination fee

$ ( 3,000,000 )

received for prepaid loan interest

Shares received for prepaid loan interest

$ ( 2,440,000 )

Notes receivable converted to equity investments

Shares issued for the acquisition of marketable securities

Shares issued for the acquisition of notes receivable

Right of use asset addition

issued in lieu of bonus cash

of note receivable to equity

Shares issued in lieu of bonus cash

Segment Information

47 unchanged sentences

have significantly decreased.

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

The amounts for these segments have been included in the Corporate reporting segment for the three and

nine months ended September 30, 2022 and 2021, as necessary, below for reconciliation purposes.

information concerning the Company’s operations by reportable segment for the three and nine months ended September 30, 2022 and

2021 is as follows.

The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently,

would report the results contained herein:

The Company relies on intersegment cooperation and management does not represent that these segments, if operated

independently, would report the results contained herein:

Schedule of Operations by Reportable Segment

Months Ended June 30, 2022

Ended September 30, 2022

Biotechnology

2 unchanged sentences

Interest income

Amortized debt discount

Stock based compensation

Net income (loss) from

3 unchanged sentences

( 3,182,000 )

( 4,475,000 )

( 24,801,000 )

Capital expenditures

Identifiable assets

Months Ended June 30,2021

Ended September 30,2021

Biotechnology

2 unchanged sentences

Stock based compensation

Impairment of goodwill

Income tax benefit

Net income (loss) from

5 unchanged sentences

Identifiable assets

Months Ended June 30, 2022

Ended September 30, 2022

Biotechnology

2 unchanged sentences

Stock based compensation

Income tax benefit

Net income (loss) from

7 unchanged sentences

Identifiable assets

Months Ended June 30,2021

Ended September 30,2021

Biotechnology

9 unchanged sentences

( 10,058,000 )

( 21,462,000 )

Capital expenditures

3 unchanged sentences

Products Revenue Information:

ended June 30, 2022

ended September 30, 2022

Packaging Printing and Fabrication

1 unchanged sentence

Printed Products

ended June 30, 2021

ended September 30, 2021

Packaging Printing and Fabrication

1 unchanged sentence

Printed Products

ended June 30, 2022

ended September 30, 2022

Packaging Printing and Fabrication

Commercial and Security

Printed Products

ended September 30, 2021

Packaging Printing and Fabrication

Commercial and Security

Printed Products

ended September 30, 2022

Direct Marketing

1 unchanged sentence

Direct Marketing

ended June 30, 2021

ended September 30, 2021

Direct Marketing

1 unchanged sentence

Direct Marketing

ended June 30, 2022

ended September 30, 2022

Direct Marketing

Internet Sales

Direct Marketing

ended September 30, 2021

Direct Marketing

Internet Sales

Direct Marketing

ended September 30, 2022

Rental income

Total Rental Income

months ended June 30, 2021

ended September 30, 2021

Rental income

Total Rental Income

ended September 30, 2022

Rental income

Total Rental Income

ended September 30, 2021

Rental income

Total Rental Income

ended September 30, 2022

Total Rental Income

ended September 30, 2021

Total Rental Income

ended September 30, 2022

Total Management fee

ended September 30, 2021

Total Management fee

Investment Income

ended March 31, 2022

ended September 30, 2022

Net Investment

Total Investment Income

ended September 30, 2021

Net Investment

Total Rental Income

ended September 30, 2022

Net investment

Total Management fee

ended March 31, 2021

ended September 30, 2021

Net Investment

Total Management fee

1 unchanged sentence

Company owns 127,179,311 shares or approximately 4 % 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.

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 September 30, 2022, and December 31, 2021, was approximately $ 3,370,000

and $ 4,909,000 respectively.

During the nine months ended September 30, 2022 and September 30, 2021, the Company recorded unrealized

loss on this investment of approximately $ 1,539,000 and $ 967,000 , respectively.

March 2, 2020, AMRE entered into a $ 200,000 unsecured promissory note with LVAMPTE, a related party.

The Note calls for interest to be

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

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

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

The amount of the warrants granted is the equivalent of the Note

Principal divided by the Exercise Price.

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

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.

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.

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

The Sellers largest shareholder is Mr.

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

or about August 28, 2020, the Company’s wholly owned subsidiary, DSS Securities, Inc.

4 unchanged sentences

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.

was minimal activity for the nine months ended September 30, 2022 .

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

10 unchanged sentences

with the acquisition method of accounting under Topic 805.

During the six months ended June 30, 2022, APB had net income of $ 645,000 ,

During the nine months ended September 30, 2022, APB had net income of $ 645,000 ,

of which, $ 306,000 is attributable to non-controlling interest.

6 unchanged sentences

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

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

The outstanding principal at September 30, 2022 and December 31, 2021 is $ 61,000 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.

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,

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 September 30, 2022 and December 31, 2021, $ 3,068,000 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 nine 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.

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

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.

On May 17, 2022, the shareholders of

the Company approved the issuance of up to 21,366,177 Shares our Common Stock to Alset International to purchase the Convertible Promissory

Note issued by American Medical REIT, Inc.

with a principal amount of $ 8,350,000 and accrued but unpaid interest of $ 367,000 through

May 15, 2022.

This transaction was finalized in July 2022 and is eliminated upon consolidation into DSS.

February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with its shareholder Alset

10 unchanged sentences

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 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 September 30, 2022 and December 31, 2021, there

was $ 309,000 and $ 0 , respectively, outstanding on the, and is included in current notes receivable on the accompanying consolidated

balance sheet.

During the three months ended September 30, 2022, Sentinel Brokers converted approximately $ 1,364,000 of Note 4 into 13.64

preferred shares of Borrower 4.

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

(the “Note”) to HWH International, Inc.

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

HWH is affiliated

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

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

Common Stock.

Concurrent with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional

333,333 shares of the Company’s Common Stock, at an exercise price of $ 0.15 per share.

Under the terms of the Note and the detachable

stock warrant, the Holder is entitled to certain financing rights.

If the Company enters into more favorable transactions with a third-party

investor, it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical.

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.

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.

Limited (“Alset International”), a related party, to purchase the Convertible Promissory Note issued by American Medical

with a principal amount of $ 8,350,000 and accrued but unpaid interest of $ 367,400 through May 15, 2022.

This transaction was

finalized in July 2022.

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.

(“Alset EHome”), a related party.

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.

Subsequent Events

On October 20, 2022, Sentinel Brokers, LLC.

entered into an on demand promissory note with Borrower 4, a related

party, in the amount of $ 1,000,000 .

This note accrues interest at 8 % per year with principal and interest due in full on April 20, 2023.

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