What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 791 added, 786 removed, 377 unchanged (81% of the section changed)

23 unchanged sentences

Annual Report on Internal Control over Financial Reporting

management, including our Chief Executive Officer and Chief

Financial Officer , assessed the effectiveness of the Company’s internal control over financial

reporting as of December 31, 2021.

In making this assessment, management used the framework established in “Internal Control—Integrated

Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, commonly referred to as

the “COSO” criteria.

Based on our assessment, we concluded that, as of December 31, 2021, our internal control over financial

reporting was not effective based on those criteria.

management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal

control over financial reporting as of December 31, 2022.

In making this assessment, management used the framework established in “Internal

Control—Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission in 2013,

commonly referred to as the “COSO” criteria.

Based on our assessment, we concluded that, as of December 31, 2022, our internal

control over financial reporting was not effective based on those criteria.

connection with management’s assessment of our internal control over financial reporting described above, the following weakness

have been identified in the Company’s internal control over financial reporting as of December 31, 2022:

The Company did not maintain

a sufficient complement of qualified accounting personnel and controls associated with segregation of duties over complex transactions.

There was no systematic

method of documenting that timely and complete monthly reconciliation and closing procedures take place.

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

over complex transactions.

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

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

15 unchanged sentences

Such remediation includes the following:

with hiring a Controller in 2021, the Company has hired a Senior Accountant and Cost Accountant in 2022.

The Company has re-assigned

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

duties to serve as a check and balance on employees’ integrity and to maintain the best control system possible.

Company has hired a Controller, Director of External Reporting, Senior Accountant and Cost Accountant in 2022.

The Company has re-assigned responsibilities of other

staff members to assist in the Company’s financial reporting as well as segregating duties to serve as a check and balance on

employees’ integrity and to maintain the best control system possible.

Company has centralized its accounting functions across all divisions.

of this process is to support the segregation of duties and to allow the Chief Financial Officer to focus on ensuring reporting packages,

reconciliations, and other financial reports are accurate and timely reported.

The Company has adopted

one ERP system to serve all business divisions to support its centralized accounting function.

have been put into place to ensure there are proper segregations of duties within the cash function.

The preparer of a check or wire

is unable to sign or approve the same, whereas the signor or approver does not have the ability to prepare a check or wire.

The goal of this process is to support the segregation of

duties and to allow the Chief Financial Officer to focus on ensuring reporting packages, reconciliations, and other financial reports

are accurate and timely reported.

monthly operations and financial review is performed with key members of the management team, executive committee, and accounting

3 unchanged sentences

by an independent person.

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

manual journal entries are reviewed by an independent person prior to inclusion in the financial statements.

spend levels of approvals have been set to include the CEO, CFO, the executive team and the Board of Directors.

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

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

Company has engaged an external, independent tax firm, to prepare its annual tax provision to ensure the proper processes, procedures,

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

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

13 unchanged sentences

10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

the Board size was reduced from nine to seven persons

on December 9, 2019, pursuant to an October 2019 Special Meeting of the Board, upon recommendation and approval by the Nominating and

Corporate Governance Committee to do so.

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

Committee, reduce the size of the Board to seven members effective August 2021.

Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires the Company’s stockholders

to have the opportunity to cast a non-binding advisory vote regarding the approval of the compensation disclosed in this Proxy Statement

of the Company’s Named Executive Officers included in the summary compensation table and related disclosures.

As discussed in the

“Executive Compensation” section below, the Company has disclosed the compensation of the Named Executive Officers pursuant

to rules adopted by the SEC.

We believe that our compensation policies for the Named Executive Officers are designed to attract, motivate

and retain talented executive officers and are aligned with the long-term interests of the Company’s stockholders.

This advisory

stockholder vote, commonly referred to as a “say-on-pay vote,” gives you as a stockholder the opportunity to approve or not

approve the compensation of the Named Executive Officers that is disclosed in this Proxy Statement by voting for or against the following

resolution (or by abstaining with respect to the resolution):

RESOLVED, that the stockholders of DSS, Inc.

approve all of the compensation

of the Company’s executive officers who are named in the Summary Compensation Table of the Company’s 2022 Proxy Statement,

as such compensation is disclosed in the Company’s 2022 Proxy Statement pursuant to Item 402 of Regulation S-K, which disclosure

includes the Proxy Statement’s Summary Compensation Table and other executive compensation tables and related narrative disclosures.

Because your vote is advisory, it will not be binding on either the Board of Directors or the Company.

However, the Company’s Compensation

and Management Resources Committee will take into account the outcome of the stockholder vote on this proposal at the Annual Meeting

when considering future executive compensation arrangements.

In addition, your non-binding advisory votes described in this Proposal

3 will not be construed:

(1) as overruling any decision by the Board of Directors, any Board committee or the Company relating to the

compensation of the Named Executive Officers, or (2) as creating or changing any fiduciary duties or other duties on the part of the

Board of Directors, any Board committee or the Company.

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

Chief Executive Officer, and Director

Chief Operating Officer

Chief Financial Officer

Heng Fai Ambrose Chan

Director, Chairman

John “JT” Thatch

José Escudero

Sassuan (Samson) Lee

Wai Leung William Wu

Tung Moe Chan

August 19, 2021, Lo Wah Wai resigned as a member of the Company’s Board.

Lo’s resignation was accepted and became effective

August 20, 2021.

Lo did not resign from the Board as a result of any disagreement related to the Company’s operations, policies

or practices but rather due to his “heavy workload and commitment in other corporations”.

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

There are no familial relationships among

any of our directors.

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

None of our directors

has been affiliated with any company that has filed for bankruptcy within the last ten years.

We are not aware of any proceedings to

which any of our directors, or any associate of any such director is a party adverse to us or any of our subsidiaries or has a material

interest adverse to us or any of our subsidiaries.

Chan Heng Fai

Leung William Wu

Pan Joanne Wong

Yeung Frankie Wong

Executive Officer, Director

Operating Officer

Financial Officer

Independent Director

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

Except for Mr.

Ambrose Chan Heng

Fai and his son Mr.

Tung Moe Chan, there are no familial relationships among any of our directors.

Except as indicated below, none of

our directors is a director of any other reporting companies.

None of our directors has been affiliated with any company that has filed

for bankruptcy within the last ten years.

We are not aware of any proceedings to which any of our directors, or any associate of any

such director is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Each executive officer serves at the pleasure of the Board of Directors.

Director/Officer

1 unchanged sentence

Occupations and Directorships

Heuszel has served as a member of DSS’s Board of Directors since July

2018 during which time he served as chairman of the company’s Audit Committee until

On April 17, 2019, Mr.

Heuszel was appointed by the DSS Board of Directors as

the Chief Executive Officer of DSS (then known as Document Security Systems, Inc.) and its

Interim Chief Financial Officer.

Heuszel assigned the Interim Chief Financial

Officer to the current DSS CFO.

Heuszel has extensive

expertise in a wide array of strategic, business, turnaround, and regulatory matters across several industries as a result of his executive

management, educational, and operational experience.

Heuszel currently serves as the Chief Executive Officer of DSS, Inc.

(“DSS”), a NYSE American publicly traded

He manages the strategic direction, growth, day to day operations, and governance of the New York based multinational

company operating businesses in bio-health and bioscience, healthcare, securities trading and management platforms, blockchain

technology, direct marketing, real estate, alternative energy, brand protection technology and securitized digital assets, with

offices in Houston, Tx., Rochester, NY, Victor, NY, Dallas, Tx., Nashville, Tn., Winter Haven, Fl., Singapore, Malaysia, and Hong

Heuszel, 66, became DSS’s Chief Executive Officer and Interim Chief Financial Officer in April 2019.

He has served as a member

of DSS’s board of directors since July 2018 and served as chairman of the company’s Audit Committee from July 2018 to

has extensive expertise in a wide array of strategic, business, turnaround, and regulatory matters across several industries as a

result of his executive management, educational, and operational experience.

Prior to joining DSS, Mr.

Heuszel had a very successful career in commercial banking

and business turnaround management.

For over 35 years, Heuszel served in many senior executive roles with major US and international

banking organizations.

Heuszel had a very successful

career in commercial banking.

For over 35 years, Heuszel served in many senior executive roles with major US and international banking

organizations.

As a banker Mr.

1 unchanged sentence

Officer and Auditor.

Heuszel has also operated a successful law practice which was focused on the regulation and operation of banks,

management of bank litigation, corporate restructures, and merger and acquisitions.

In addition to being an attorney and executive manager,

Heuszel is a Certified Public Accountant (retired), and a Certified Internal Auditor.

Heuszel is also a member of the Texas State

Bar, the Houston Bar Association, Association of Corporate Counsel, Texas Society of Certified Public Accountants, and the State Bar

of Texas Bankruptcy Section.

Jason Grady has served as Chief Operating Officer

of the Company since August of 2019 and, from July 2018, Mr.

Grady also served as President of Premier Packaging Corporation, a multi-division

folding carton and consumer packaging company and wholly owned subsidiary of the Company after spending eight years as Premier’s

Vice President of Sales.

As Chief Operating Officer of DSS, Inc, a multinational public corporation with 9 businesses lines and over

40 subsidiaries that focus on product packaging, blockchain technology, securities and investment management, direct marketing, biotechnology,

nutraceutical, real estate, and alternative trading systems and crypto currency, and as president at Premier Packaging Corporation (PPC),

Grady’s role includes executive leadership and operational management of all divisions of the company, advising the direction

of each of the company’s subsidiaries, and the research and development of emerging market opportunities across diverse business

He has restructured more than 12 corporations during his tenure and successfully driven key initiatives for operational advancements,

mergers and acquisitions, rapid business development, international sales growth, and the development of strategic sales management and

corporate marketing strategies, resulting in the securing of long-term plans for expansion and growth and economic benefits for shareholders.

to his success at DSS, Mr.

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

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

as a sales and marketing executive for OutStart, Inc.

an enterprise e-learning software company.

Grady obtained an undergraduate

degree in Marketing and Communications and a Master’s Degree in Business Administration from the Rochester Institute

of Technology.

Heuszel currently serves as CEO of the Texas bank holding company, American Pacific Bancorp.

also operates a successful law practice focuses on the regulation and operation of banks, management of bank litigation, corporate

restructures, and merger and acquisitions.

In addition to being an attorney and executive manager, Mr.

Heuszel is also a Certified

Public Accountant (retired), and a Certified Internal Auditor.

Heuszel also serves as a director of a Texas community bank, Herring Bank of Amarillo, Texas As a director, Mr.

Heuszel also serves as Chairman of the Audit Committees.

Heuszel was appointed

to those position in May 2022.

Heuszel was born in Branson, Missouri, graduated from the University of Texas at Austin from the McCombs School of Business in

1979 and received his Doctorate of Jurisprudence with honors from South Texas College of Law in 1990.

Frank received his certification

as a Certified Public Accountant and as a Certified Internal Auditor in 1985.

Heuszel is also a member of the Texas State Bar, the Houston Bar Association, Association of Corporate Counsel, Texas Society of

Certified Public Accountants, and the State Bar of Texas Bankruptcy Section.

Jason Grady has served as Chief Operating Officer of the

since August of 2019 and, since July 2018, Mr.

Grady has also served as President of Premier Packaging Corporation, a multi-division

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

From April 2010 through July 2018, Mr.

Grady served as the Company’s Vice President of Sales.

Grady’s role includes the operational management of

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

development of emerging market opportunities across diverse business operations.

Grady’s roles have included strategic

leadership and driving key initiatives that include re-engineering sales organizations, new business development, international

sales, sales management and corporate marketing.

He was responsible for the overall management of multi-divisional sales including

anti-counterfeit & authentication solutions, enterprise security software technologies, and document security printing.

his success at DSS, Mr.

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

manufacturer;

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

manufacturer;

and as a sales and marketing executive for OutStart, Inc., an enterprise e-learning software company.

obtained an undergraduate degree in Marketing and Communications and a Master’s Degree in Business Administration from the

Rochester Institute of Technology.

Macko was promoted to Chief Financial Officer on August 16, 2021.

6 unchanged sentences

role as Vice President of Finance for the Company, Mr.

Macko joined the wholly owned subsidiary of DSS, Premier Packaging Corporation

in January 2019, as its Vice President of Finance.

Macko is a Certified Public Accountant with over 25 years of public and corporate

financial management, business leadership and corporate strategy.

Macko brings a wealth of experience with strengths in financial

planning and analysis, business process re-engineering, budgeting, merger and acquisitions, financial reporting systems, project

evaluation and treasury and capital management.

Macko joined the wholly owned subsidiary of DSS, Premier Packaging

Corporation in January 2019, as its Vice President of Finance.

Macko is a Certified Public Accountant with over 25 years of

public and corporate financial management, business leadership and corporate strategy.

Macko brings a wealth of experience with

strengths in financial planning and analysis, business process re-engineering, budgeting, merger and acquisitions, financial

reporting systems, project evaluation and treasury and capital management.

Prior to joining the Company, Mr.

Macko served as the Corporate Controller for Baldwin

Richardson Foods, a leading custom ingredients manufacturer for the food and beverage industry from November 2015 until January 2019.

Macko served as the

Corporate Controller for Baldwin Richardson Foods, a leading custom ingredients manufacturer for the food and beverage industry from

November 2015 until January 2019.

Prior to that, Mr.

Macko served as the Controller for The Outdoor Group, LLC., Genesis Vision, Inc., Complemar Partners, Inc., and

Level 3 Communications, Inc.

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

Heng Fai Ambrose Chan

Fai Ambrose Chan has served as a director of the Company since February 12, 2017 and as Chairman of the Board since March 2019.

has also served as an officer of the Company’s wholly owned subsidiary, DSS International, Inc.

since July of 2017.

is an accomplished global business veteran with more than 40 years of experience.

Chan specializes in financial restructuring

and corporate transformation to unlock value and unleash entrepreneurial zeal while managing risks.

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

Some of the remarkable companies that he has built, rescued, or transformed include American Pacific Bank (USA), China Gas

Holdings Limited and Heng Fai Enterprises Limited both (listed on The Stock Exchange of Hong Kong), Global Med Technologies, Inc.

medical software company exited for US$60 million), and Singhaiyi Group Ltd.

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

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

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

since its inception.

Chan has served as

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

He has served as a member of

the Board of Directors of OptimumBank Holdings, Inc.

since June 2018.

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

Macko served as the Controller for The Outdoor Group, LLC., Genesis Vision,

Inc., Complemar Partners, Inc., and Level 3 Communications, Inc.

Macko obtained is Bachelor of Science in Accounting from

Rochester Institute of Technology.

Chan Heng Fai

Ambrose Chan Heng Fai has served as an Executive director of DSS, Inc.

(formerly known as Document

Security Systems, Inc.), a New York Stock Exchange Listed company, since January 2017 and

as Executive Chairman of the Board since March 2019.

Chan founded Alset EHome International,

and has served as Chairman of the Board and Chief Executive Officer since inception

in March 2018.

Chan is an expert in banking and finance, with 45 years of experience

in these industries.

He has restructured numerous companies in various industries and countries

during the past 40 years.

Chan has served as the Chief Executive Officer of Alset EHome

International Inc.’s subsidiary Alset International Limited (“Alset”),

a publicly traded company on the Singapore Stock Exchange, since April 2014.

the Board of Directors of Alset in May 2013.

Chan has served as a Director of Sharing

Services Global Corporation since April 2020.

Chan has served as a director of Alset’s

99.69%-owned subsidiary GigWorld Inc.

since October 2014.

He also served as a director of

Alset’s indirect subsidiary LiquidValue Development Inc.

since January 2017.

has also appointed as Chairman and Chief Executive Officer of Alset Capital Acquisition Corp,

a New York Stock Exchange Listed company, since October 2021.

In addition, Mr.

Chan appointed

as a board member of Value Exchange International, Inc.

since December 2021.

1995 to 2015, Mr.

Chan served as Managing Chairman of Hong Kong-listed Zensun Enterprises Limited, an investment holding company

which traded on the Hong Kong Stock Exchange.

Chan had previously served as a member of the Board of Zensun Enterprises Limited

from September 1992 to July 2015.

Chan was formerly the Managing Director of SingHaiyi Group Pte Ltd (formerly known as SingHaiyi

Group Limited, previously a listed company with Singapore Stock Exchange), the investment and management company, from March 2003

to January 2013, which under his leadership, transformed from a failing store-fixed business provider with net asset value of less

than $10 million into a property trading and investment company and finally to a property development company with net asset value

over $150 million before Mr.

Chan ceded controlling interest in late 2012.

From 1997 to 2002, Mr.

Chan served as Managing

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

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

Chan was formerly the Managing Director

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

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

pipeline infrastructure in China, from 1997 to 2002.

Chan served as Director of Global Medical REIT Inc., a healthcare facility real estate company, from December 2013 to July 2015.

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

2013, he was a Director of SingHaiyi.

Chan served as a member of the Board of Directors of RSI International Systems, Inc., the

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

John “JT” Thatch

John “JT” Thatch has served as a director of the Company

since May 9, 2019 and as Lead Independent Director since December 9, 2019.

Thatch, is an accomplished, energetic, entrepreneur minded

Executive who has the vision and knowledge to create growth and shareholder value any organization.

Thatch has successful started,

owned and operated several sized businesses in various industries that include service companies, retail, wholesale, on-line learning,

finance, real estate management and technology.

Chan served as Executive Chairman

of China Gas Holdings Limited, a formerly failing fashion retail company listed on the Hong Kong Stock Exchange, which under his

direction, was restructured to become one of the few large participants in the investment in and operation of city gas pipeline infrastructure

Chan served as Chairman and Director of American Pacific Bank.

Chan acquired American Pacific Bank, a full-service U.S.

commercial bank, and brought it out of bankruptcy.

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

Under his guidance

it became a NASDAQ-listed high asset quality bank with zero loan losses for over five consecutive years before it was ultimately

bought and merged into Riverview Bancorp Inc.

Chan was formerly a director of Global Medical REIT Inc., a healthcare facility real estate company, from December 2013 to July 2015.

He also served as a director of Skywest Ltd., a public Australian airline company, from 2005 to 2006.

Chan served as a member

of the Board of Directors of RSI International Systems, Inc., the developer of RoomKeyPMS, a web-based property management system,

from June 2014 to February 2019.

Chan served as a non-executive director of Holista CollTech Ltd., a publicly traded company

on the Australia Stock Exchange, from July 2013 to June 2021.

Chan also served as a member of the Board of Directors of OptimumBank

Holdings, Inc., a NASDAQ Listed company, from June 2018 to April 2022.

Chan has committed that the majority of his time will be devoted to managing the affairs of our company;

Chan may engage

in other business ventures, including other technology-related businesses.

John “JT” Thatch serves as SHRG’s Chief Executive Officer, has served as a director of DSS, Inc., since May 9,

2019, and as Lead Independent Director at DSS, Inc.

since December 9, 2019, through June 2022.

Thatch is an accomplished,

energetic, entrepreneur-minded executive who has the vision and knowledge to create growth and shareholder value any organization.

Thatch has successfully started, owned, and operated several sized businesses in various industries, including service, retail,

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

Since March 2018, Mr.

Thatch has served as the Chief Executive Officer and current Vice

Chairman of Sharing Services Global Corporation, a publicly traded holding company focused in the direct selling and marketing industry.

He is a minority member of Superior Wine & Spirits, a Florida-based company that imports, wholesales and distributes wine and liquor

throughout the State of Florida since February of 2016.

Thatch served as Chief Executive Officer of Universal Education Strategies,

from January 2009 -January 2016, an organization the development and sales of educational products and services.

From 2000 - 2005,

he was the Chief Executive Officer of Onscreen Technologies, Inc., currently listed on NASDAQ as Orbital Energy Group “OEG”,

a global leader in the development of cutting-edge thermal management technologies for integrated LED technologies, circuits, superconductors

and solar energy solutions.

Thatch was responsible for all aspects of the company including board and stockholder communications,

public reporting and compliance with Sarbanes-Oxley, structuring and managing the firm’s financial operations, and expansion initiatives

for all corporate products and services.

Thatch’s public company financial and management experience in the strategic growth

and development of various companies qualify him to Board serve on the Company’s Board of Directors and Chairman of the DSS Audit

José Escudero

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

He is currently Chief Strategy and M&A Officer at Certisign,

the Brazilian fintech leader in the Identity & Access Management.

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

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

Thatch has served as

the President, Chief Executive Officer and Vice Chairman of Sharing Services Global Corporation, a publicly traded holding company

focused in the direct selling and marketing industry.

He is a minority member of Superior Wine & Spirits, a Florida-based

wholesale company since February of 2016.

Thatch served as Chief Executive Officer of Universal Education Strategies, Inc.

January 2009 to January 2016, an organization the development and sales of educational products and services.

From 2000 – 2005, he

was the Chief Executive Officer of Onscreen Technologies, Inc., currently listed on NASDAQ as Orbital Energy Group

“OEG”, a global leader in the development of cutting-edge thermal management technologies for integrated LED

technologies, circuits, superconductors, and solar energy solutions.

Thatch was responsible for all aspects of the company

including board and stockholder communications, public reporting and compliance with Sarbanes-Oxley, structuring and managing the

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

Thatch’s public

company financial and management experience in the strategic growth and development of various companies qualify him to Board serve

on the Company’s Board of Directors and audit committees.

José Escudero’s career is focused on business transformations, including turnaround, growth and M&A situations.

led large performance transformation programs within companies of various industries and countries, including retail, fashion & luxury,

hotel and the new economy related to digitalization transformation and crypto world.

Escudero has been member of different Boards

of Directors and Direction Committees of many companies in different countries.

He has been also working as expert for the leading private

equity firms like:

Harvard Investment Group (HIG), Advent, Goldman Sachs, etc.

He has been working in financial analysis, transactional

support and strategy business development as well as operating management in first level of international companies.

Also, he has worked

in more than 10 countries along his career (Singapore, HK, US, UK, Brazil, Spain, etc.).

Escudero worked as a Partner at BMI Capital Partners

from September 2013 to November 2019.

Ecudero has worked as Certisign’s Chief Strategy and M&A Officer since November 2019.

He is currently working as partner of the Managing Consulting firm Hallman & Burke, and previously worked for the Spanish M&A

boutique Ambers & Co.

He started his career in PwC.

Escudero has a B.Sc.

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

in Economics from the Francisco

de Vitoria University (Madrid, Spain) where he ranked number one of the promotion.

He has a Masters degree in Corporate Finance and Investment

Banking from the Options & Futures Institute.

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

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

Sassuan (Samson) Lee

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

Lee is the Founder & CEO of Coinstreet

Partners (www.coinstreet.partners), an award-winning decentralized investment banking group and consultancy firm in the F.M.T.

Media & Technology) field.

In addition, Mr.

Lee is Steering Committee Member of TADS Awards (www.tadsawards.org), Honorary Guest

Lecturer & Fintech and Blockchain Committee of Hang Seng University of Hong Kong (EDC), Vice President of Blockchain Applications

& Investment Alliance (www.bcaia.org), Founding Chairman of the Asia Pacific Digital Economy Institute (www.apdei.org), Co-organizer

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

and Ethereum South China Community.

Lee currently serves on the board of directors of Sharing Services Global Corporation, which

is an OTCQB public company.

Lee has over 25 years’ experience in TMET sector, with substantial success in commercializing various blockchain, digital and

e-business projects.

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

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

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

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

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

Wai Leung William Wu

Wai Leung William Wu has served as a director of the Company since October 20, 2019.

He served as the managing director of Investment

Banking at Glory Sun Securities Limited since January 2019.

Wu previously served as the executive director and chief executive

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

Wu has served as a director of Asia Allied Infrastructure

Holdings Limited since February 2015.

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

from April 2011 to October 2017.

Wu served as the chief executive officer of SW Kingsway Capital Holdings Limited (now known

as Sunwah Kingsway Capital Holdings Limited) from April 2006 to September 2010.

Wu holds a Bachelor of Business Administration

degree and a Master of Business Administration degree of Simon Fraser University in Canada.

He was qualified as a chartered financial

analyst of The Institute of Chartered Financial Analysts in 1996.

Currently he is enrolled in Harvard University in Business Postgraduate studies.

collaborates with different Organizations and Business Schools as speaker and professor.

Escudero’s experience in mergers and acquisitions,

corporate finance, and international trade along with his education in economics and finance and investment banking qualify him to serve

on the Company’s Board of Directors and as a member of the Compensation and Management Resources Committee and the Nominating and

Corporate Governance Committee.

Samson Lee (or Sam) is a prominent entrepreneur and FinTech executive with over 25 years’ experience in the digital economy

He actively gives back and contributes to the industry, with solid track record in commercializing various blockchain,

digital asset and e-business projects.

Some of his recent projects includes, Winner of the “Asia Futurist Leadership Award”

organized by the “Association of Family Offices in Asia”, Completion of two projects in the Fintech Proof-of-Concept

Subsidy Scheme organized by The Financial Services and the Treasury Bureau (FSTB) of Hong Kong, Winner of “Security Tokens

Realised Awards London 2020”, Co-organizer of TADS Awards, the world’s first international awards for Tokenized Assets

& Digitized Securities, inaugurated in 2020, Co-organizer of Digital Asset Series (DAS), one of the first and largest educational

seminar in Asia, supported by 3 government bodies, 5 universities and 7 industry organizations, Honorary Guest Lecturer & Fintech

and Blockchain Committee of Hang Seng University of Hong Kong - EDC (2019-2020), Author of the “Digital Asset Year” chapter

of “Welcome to the New Era of Finance - Hong Kong’s Fintech Practice and Prospects” book, published by Hong Kong

University of Science and Technology, Co-chairman of “Asia Pacific Digital Economy Institute”, Co-chairman of “NFT

Association of Hong Kong”.

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

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

Leung William Wu

Wu, aged 56, holds a Bachelor of Business Administration degree and a Master of Business

Administration degree of Simon Fraser University in Canada.

He was qualified as a chartered

financial analyst of The Institute of Chartered Financial Analysts in 1996.

chief executive officer of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway

Capital Holdings Limited) (a company listed on the Main Board of the Stock Exchange, stock

00188) from April 2006 to September 2010.

He was also a director and chief executive

officer of RHB Hong Kong Limited from April 2011 to October 2017.

Wu has been appointed

as the non-executive, independent member of the board of DSS, Inc.

(a company listed on the

New York Stock Exchange, stock code:

DSS) since October 2019, the independent director of

Alset EHome International Inc.

(a company listed on NASDAQ, stock code:

AEI) since November

2020, the independent nominee director of Alset Capital Acquisition Corp.

(a company listed

on NASDAQ, stock code:

ACAX) since January 2022 and the independent non-executive director

of JY Grandmark Holdings Limited (a company listed on the Main Board of the Stock Exchange,

02231) since November 2019.

Wu has also been appointed as managing director,

Investment Banking of Glory Sun Securities Limited from January 2019 to May 2022.

Wu previously worked for a number of international investment banks and possesses over 29 years of experience in the investment banking,

3 unchanged sentences

of the Laws of Hong Kong).

Wu has served as a member of the Guangxi Zhuang Autonomous Region Committee of the Chinese People’s

Political Consultative Conference in January 2013.

Wu’s experience in banking, capital markets, investment banking, Asian

economic and banking dynamics, and education in corporate finance and asset management qualifies him to serve on the Company’s

Board of Directors and a member of the DSS Audit Committee.

Tung Moe Chan

He has been appointed as a member of the Guangxi Zhuang Autonomous Region Committee of the Chinese People’s

Political Consultative Conference since January 2013.

Wu has been appointed as Independent Non-executive Director since February

2015 and is also the Chairman of Audit Committee and a member of the Remuneration Committee and Nomination Committee.

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

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

Limited, where he has held various positions since 2015 and serves as Co-Chief Executive

Officer of Alset Ehome International, Inc.

since July 2021.

Limited, where he has held various positions since 2015.

In addition, since August 2020,

he has served as Director of Corporate Development of American Medical REIT Inc.

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

Zensun Enterprises Limited where he was responsible for the company’s global

business operations consisting of REIT ownership and management, property development, hotels

and hospitality, as well as property and securities investment and trading.

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

International Limited where he was responsible for the company’s global business operations

consisting of REIT ownership and management, property development, hotels and hospitality,

as well as property and securities investment and trading.

Previously, Mr.

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

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

Moe Chan served

as a director of MasterCard issuer Xpress Finance Limited as well as RSI International Systems

Inc., which was a hotel software company listed on the Toronto Stock Exchange.

holds a Master’s Degree in Business Administration with honors from the University of Western Ontario, a Master’s Degree

1 unchanged sentence

British Columbia.

Yeung Frankie Wong

Shui Yeung joined the Board of Directors of our company in July 2022.

Wong is a practicing member and fellow member of Hong Kong

Institute of Certified Public Accountants and a member of Hong Kong Securities and Investment Institute and holds a bachelor’s

degree in business administration.

He has over 20 years’ experience in accounting, auditing, corporate finance, corporate investment

and development, and company secretarial practice.

Wong has served as a member of the Board of Directors of Alset Capital Acquisition

and Alset Inc.

since January 2022 and November 2021 respectively, the shares of which are listed on NASDAQ.

Wong has served

as an independent non-executive director of Alset International Limited since June 2017, the shares of which are listed on the Catalist

Board of Singapore Stock Exchange.

Wong has served as a member of the Board of Directors of Value Exchange International, Inc.

since April 2022, the shares of which are listed on the OTCQB.

Wong was an independent non-executive director of SMI Holdings

Group Limited from April 2017 to December 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong

Limited and was an independent non-executive director of SMI Culture & Travel Group Holdings Limited from December 2019 to November

2020, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited.

Wong’s knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business, as well as

working experience in internal corporate controls, qualify him to serve as an independent member of the board.

Wong serves on

our Audit Committee and Nominations and Corporate Governance Committee.

Pan Joanne Wong

Joanne Wong has been Director and Responsible Offices (SFC), BMI Funds Management Limited since August 6, 2014.

She has participated

as the management role in fund administrator activities in A-Link Services Limited and Global Intelligence Trust Limited since 2020

Wong graduated from The Chinese University of Hong Kong (CUHK) with an Honors Bachelor’s degree in Chemistry

She has expertise in an array of strategic, business, turnaround and regulatory matters spanning across several industries.

Wong’s experience in turnaround and regulatory matters across several industries makes her an asset to the Board.

of Directors and Committees

Company has determined that each of Mr.

John “JT” Thatch, Mr.

William Wu, Mr.

Sassuan Lee and Mr.

José Escudero

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

the fiscal year ended December 31, 2021, each of the Company’s independent directors attended or participated in

97% or more of the aggregate of (i) the total number of meetings of the Board of Directors held during the period in which each such

director served as a director and (ii) the total number of meetings held by all committees of the Board of Directors during the period

in which each such director served on such committee.

During the fiscal year ended December 31, 2021, the Board held two meetings and

acted by written consent on eleven occasions.

December 9, 2019, the Board appointed Mr.

Thatch as the Lead Independent Director, Mr.

Thatch will serve as the

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

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

Thatch’s authority,

responsibilities, and duties as the Lead Independent Director include the following:

(i) preside at all meetings of the Board at which

the Chairman of the Board is not present, at all meetings of the independent directors and at all executive sessions of the independent

directors, (ii) have a reasonable opportunity to review and comment on Board meeting agendas, (iii) serve as a liaison between the Chairman

of the Board and the other members of the Board, (iv) have the authority to call special meetings of the Board and of the independent

directors, and (v) perform such other duties as the Board may from time to time delegate.

Company has separately designated an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act

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

The Audit Committee held five meetings in 2021.

The Audit Committee

is responsible for, among other things, the appointment, compensation, removal and oversight of the work of the Company’s independent

registered public accounting firm, overseeing the accounting and financial reporting process of the Company, and reviewing related person

transactions.

As of December 31, 2021, the Audit Committee is comprised of Mr.

Lee is qualified as a “financial expert” as defined in Item 407 under Regulation S-K of the Securities Act of 1933,

Each of the members of the Audit Committee is an independent director (as defined under Section 803 of the NYSE American

LLC Company Guide).

Thatch serves as Chairman of the Audit Committee.

The Audit Committee operates under a written charter adopted

by the Board of Directors, which can be found in the Investors/Corporate Governance section of our web site, www.dssworld.com .

Wai Leung William Wu, Mr.

Sassuan Samson Lee, Mr.

Shui Yeung Frankie Wong, Ms.

Hiu Pan Joanne

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

In fiscal 2022, each of the

Company’s independent directors attended or participated in approximately 86% or more of the aggregate of (i) the total number

of meetings of the Board of Directors held during the period in which each such director served as a director and (ii) the total

number of meetings held by all committees of the Board of Directors during the period in which each such director served on such

All directors attended last year’s annual general meeting.

During the fiscal year ended December 31, 2022, the

Board held three meetings and acted by written consent on eight occasions.

July 8, 2022, the Board of Directors elected Mr.

Shui Yeung Frankie Wong as a non-executive member of the Company’s Board of Directors.

Wong will serve as an independent director and serve on the Audit Committee and the Nominating and Corporate Governance Committee.

July 11, 2022, the Board of the Company elected Ms.

Hiu Pan Joanne Wong as an independent, non-executive director of the Board.

or around June 2022, Mr.

Thatch was no longer considered an independent director under the New York Stock Exchange listing standards.

Thatch remains a member of the Company’s Board.

On July 22, 2022, Mr.

Wai Leung William Wu was appointed Lead Independent Director

and Chairman of the Audit Committee.

August 19, 2021, Lo Wah Wai resigned as a member of the Board.

Lo’s resignation was accepted and became effective August 20,

Lo did not resign from the Board as a result of any disagreement related to the Company’s operations, policies or practices

but rather due to his “heavy workload and commitment in other corporations”.

The Company has separately designated an Audit Committee

established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Audit Committee held five meetings in 2021 and acted by written consent twice.

The Audit Committee is responsible for, among other

things, the appointment, compensation, removal and oversight of the work of the Company’s independent registered public accounting

firm, overseeing the accounting and financial reporting process of the Company, and reviewing related person transactions.

As of December

31, 2021, the Audit Committee was comprised of Mr.

Thatch is no longer a member of the Audit Committee.

As of July 22, 2022, the Audit Committee is comprised of Mr.

Wu, who serves as Chairman of the Audit Committee, Mr.

Shui Yeung Frankie

Wong, and Mr.

Each of Messrs.

Wu and Escudero is qualified as a “financial expert” as defined in Item 407 under

Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).

Wong is financially sophisticated.

Escudero and Mr Wong is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide).

The Audit Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate

Governance section of our web site, www.dsssecure.com.

and Management Resources Committee

purpose of the Compensation and Management Resources Committee is to assist the Board in discharging its responsibilities relating to

executive compensation, succession planning for the Company’s executive team, and to review and make recommendations to the Board

regarding employee benefit policies and programs, incentive compensation plans and equity-based plans.

executive compensation, succession planning for the Company’s executive team, and to reviewing and making recommendations to the

Board regarding employee benefit policies and programs, incentive compensation plans and equity-based plans.

The Compensation and Management

Resources Committee held two meetings in 2021.

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

the executive officers of the Company and (b) administering the Company’s stock option plans.

The Compensation and Management Resources

Committee consists of Mr.

José Escudero, Mr.

Wai Leung William Wu and Mr.

Sassuan (Samson) Lee, with Mr.

Lee as the Chairman.

Resources Committee met once in 2021.

The Compensation and Management Resources Committee is responsible for, among other things, (a)

reviewing all compensation arrangements for the executive officers of the Company and (b) administering the Company’s stock option

The Compensation and Management Resources Committee consists of Mr.

Escudero, Mr.

Wong, with Mr.

Escudero as the Chairman.

Each of the members of the Compensation and Management Resources Committee is an independent director (as defined under Section 803 of

1 unchanged sentence

The Compensation and Management Resource Committee operates under a written charter adopted by the

Board of Directors, which can be found in the Investors/Corporate Governance section of our web site, www.dssworld.com.

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

with management and the Board the objectives, philosophy, structure, cost and administration of the Company’s executive compensation

Board of Directors, which can be found in the Investors/Corporate Governance section of our web site, www.dsssecure.com.

The duties and

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

management and the Board the objectives, philosophy, structure, cost and administration of the Company’s executive compensation

and employee benefit policies and programs;

16 unchanged sentences

to the Committee’s purpose.

Compensation and Management Resources Committee may request any officer or employee of the Company or the Company’s outside counsel

to attend a meeting of the Compensation and Management Resources Committee or to meet with any members of, or consultants to, the Compensation

and Management Resources Committee.

The Company’s Chief Executive Officer does not attend any portion of a meeting where the Chief

Executive Officer’s performance or compensation is discussed, unless specifically invited by the Compensation and Management Resources

The Compensation and Management Resources Committee may request any officer or employee of the Company

or the Company’s outside counsel to attend a meeting of the Compensation and Management Resources Committee or to meet with any

members of, or consultants to, the Compensation and Management Resources Committee.

The Company’s Chief Executive Officer does

not attend any portion of a meeting where the Chief Executive Officer’s performance or compensation is discussed, unless specifically

invited by the Compensation and Management Resources Committee.

Compensation and Management Resources Committee has the sole authority to retain and terminate any compensation consultant to be used

9 unchanged sentences

of the Board of Directors and (b) the development and recommendation of appropriate corporate governance principles.

The Nominating and

Corporate Governance Committee consists of Mr.

John “JT” Thatch, the Chairman of the committee, Mr.

Sassuan (Samson) Lee

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

The Nominating and Corporate Governance Committee held two meetings in 2021 and did not act by written consent.

As of December 31,

2021, the Nominating and Corporate Governance Committee consisted of Mr.

Thatch, the Chairman of the committee, Mr.

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

On July 22, 2022, Mr.

Shui Yeung Frankie Wong was appointed to the Nominating and Corporate Governance Committee as Chair of the Committee.

The members of

the Nominating and Corporate Governance Committee were confirmed to be Mr.

Shui Yeung Frankie Wong, Ms.

Wong, and Mr.

The Nominating

and Corporate Governance Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate

Governance section of our web site, www.dssworld.com.

The Nominating and Corporate Governance Committee adheres to the Company’s

By-Laws provisions and Securities and Exchange Commission rules relating to proposals by stockholders when considering director candidates

that might be recommended by stockholders, along with the requirements set forth in the committee’s Policy with Regard to Consideration

and Corporate Governance Committee met twice during 2021 and did not act by written consent in 2021.

The Nominating and Corporate Governance

Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate Governance

section of our web site, www.dsssecure.com.

The Nominating and Corporate Governance Committee adheres to the Company’s By-Laws

provisions and Securities and Exchange Commission rules relating to proposals by stockholders when considering director candidates that

might be recommended by stockholders, along with the requirements set forth in the committee’s Policy with Regard to Consideration

of Candidates Recommended for Election to the Board of Directors, also available on our website.

5 unchanged sentences

ethics, integrity and values which the candidate may bring to the Board of Directors.

Currently, the Nominating and Corporate Governance

Committee does not have an explicit policy regarding diversity, however, when considering candidates nominees shall not be discriminated

against based on race, religion, national origin, sex, disability or any other basis proscribed by applicable law.

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

of the Company.

A copy of the Code of Ethics covering all of our employees, directors and officers, is available on the Corporate Governance

section of our web site at www.dssworld.com.

Section 16(a) Reports

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

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

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

Sassuan (Samson) Lee, Mr.

José Escudero and Mr.

Wai Leung William Wu each

failed to file a Form 4 with respect to individual grants of 1,020 shares of the Company’s Common Stock, pursuant to the Company’s

2020 Employee, Director and Consultant Equity Incentive Plan that each director received on April 3, 2020.

A copy of the Code of Ethics covering all of our employees, directors and officers, and all other corporate governance

documents, are available on the Corporate Governance section of our web site at www.dsssecure.com.

about our Executive Officers

8 unchanged sentences

relating to the Company’s directors above.

July 11, 2019, the Board appointed Mr.

Jason Grady as the Company’s Chief Operating Officer, effective July 15, 2019.

in Certain Legal Proceedings

3 unchanged sentences

Compensation Table

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

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

services rendered to us for the years ended December 31, 2021 and 2020:

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

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

for services rendered to us for the years ended December 31, 2022 and 2021:

Name and principal position

7 unchanged sentences

Macko, Chief Financial Officer

Bzdick, President (3)

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

2 unchanged sentences

or December 31, 2022.

Includes health insurance premiums, retirement matching

funds and automobile expenses paid by the Company.

Bzdick served as President

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

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

and Severance Agreements

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

Chief Financial Officer since April 17, 2019.

Upon that appointment, the Company agreed to pay Mr.

Heuszel cash compensation in the amount

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

On August 27, 2019, the

Company entered into an executive employment agreement with Mr.

Pursuant to that agreement, Mr.

Heuszel received an annual base

salary of $165,000, payable bi-weekly, and was eligible for an annual performance bonus in an amount up to 100% of his base salary, upon

the Company’s achievement of certain net income and gross revenue milestones.

Under the terms of that employment agreement, in

Heuszel has served as the Company’s Chief Executive Officer since April 11, 2019, was the Company’s Interim Chief Financial

Officer since April 17, 2019 from that date until October 28, 2020.

Upon his appointment, the Company agreed to pay Mr.

Heuszel cash compensation

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

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

Pursuant to the agreement, Mr.

Heuszel was entitled

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

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

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

Heuszel’s employment without cause, Mr.

Heuszel would

have received four-months’ salary, payable monthly.

In October 2020, this employment agreement was extended on the same general

terms to expire on December 31, 2020.

Heuszel was entitled

to receive four-months’ salary, payable monthly.

In October 2020, this Employment Contract was extended on the same general terms

to expire on December 31, 2021.

Commencing January 1, 2021, the Company and Mr.

Heuszel entered into a new three-year employment

agreement scheduled to terminate on December 31, 2023.

Under the terms of this new employment agreement, Mr.

Heuszel shall receive an

annual base salary of $260,000, payable bi-weekly, and he is eligible to an annual performance bonus in an amount up to 100% of his base

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

As in his previous employment agreement,

in the event of his termination without cause, Mr.

Heuszel have entered into a new three-year Employment

Contract schedule to terminate on December 31, 2023.

Under the terms of this Employment Contract, Mr.

Heuszel is entitled to receive an

annual base salary of $260,000, payable bi-weekly, and he is eligible to receive an annual performance bonus in an amount up to 100% of

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

As in his previous employment

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

Heuszel shall receive four-months’ salary, payable monthly.

September 5, 2019, the Company entered in an executive employment agreement with Mr.

January 1, 2022, the Company entered in an executive employment agreement with Mr.

Jason Grady, the Company’s Chief Operating

Officer covering the period of January 1, 2022 through December 31, 2023.

Pursuant to the agreement, Mr.

Grady shall receive an annual base salary of $200,000 and shall be eligible to receive an annual

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

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

Grady’s employment without cause, he shall

be entitled to receive four-month’s base salary.

Negotiations are currently in process to renew the terms of the existing contract.

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

Heng Fai Ambrose Chan, a director of the Company,

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

and Chief Executive Officer of DSS Asia,

a wholly-owned subsidiary of DSS International Inc.

Grady shall receive an annual base salary of $210,000 and shall be eligible to receive an

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

gross revenue milestones.

In the event of a change in control of the Company

or the termination of Mr.

Grady’s employment without cause, he shall be entitled to receive four-month’s base

On September 23, 2019, the Company

entered in an executive employment agreement with Mr.

Heng Fai Ambrose Chan, a director of the Company, Chief Executive Officer of the

Company’s wholly-owned subsidiary DSS International Inc.

and Chief Executive Officer of DSS Asia, a wholly-owned subsidiary of DSS

International Inc.

Pursuant to the agreement, Mr.

Chan shall receive an annual base salary of $250,000,

payable quarterly in either cash or common stock, subject to availability of shares under a shareholder-approved stock plan.

The calculation

of each quarterly payment of common stock shall be the Company’s average trading price for the last ten trading days of that quarter.

Chan is also eligible to receive an annual performance bonus, in an amount up to 100% of his base salary, upon the Company’s

achievement of certain net income and gross revenue milestones.

Chan shall receive an annual base salary of $250,000, payable quarterly in either cash

or common stock, subject to availability of shares under a shareholder-approved stock plan.

The calculation of each quarterly payment

of common stock shall be the Company’s average trading price for the last ten trading days of that quarter.

Chan is also eligible

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

income and gross revenue milestones.

Chan has the option to have the bonus paid in Company common stock.

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

In the event of a change

in control of the Company or the termination of Mr.

Chan’s employment without cause, Mr.

Chan shall receive

four-months’ salary, payable monthly.

Chan shall receive four-months’ salary,

payable monthly.

In connection with this agreement, Mr.

Chan was awarded 74,770 shares of fully vested restricted

stock with a two-year lock-up period and had an aggregated grant date fair value of approximately $31,000.

Chan’s employment

agreement was amended on November 19, 2020, retroactive to January 1, 2020.

Chan was awarded 74,770 shares of fully vested restricted stock with a two-year

lock-up period and had an aggregated grant date fair value of approximately $31,000.

Chan’s employment agreement was amended

on November 19, 2020, retroactive to January 1, 2020.

Under the terms of this amendment, Mr.

Chan’s annual

salary is set at $1.00 and is eligible for bonuses based on market capitalization growth, and annual net asset change.

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

Macko’s annual base salary is $150,000 and

he is eligible to receive an annual performance bonus, upon the Company’s achievement of certain net income goals, up to 50% of

his annual base salary.

On August 16, 2021, Mr.

Macko was made the permanent CFO which resulted in an increase in base pay to $198,000

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

Macko’s employment without cause, he

shall be entitled to receive four-month’s base salary.

Negotiations are currently in process to review the other terms of his

existing contract.

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

the parties mutually agreed that Mr.

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

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

The Bzdick Agreement voided and replaced

Bzdick’s previous employment agreement with the Company, originally dated February 12, 2010, and amended on October 1, 2012,

except for the non-competition and non-solicitation covenants contained therein, which were carried forward in their entirety to the

new Bzdick Agreement.

to the terms of the Bzdick Agreement, Mr.

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

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

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

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

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

Bzdick’s health, dental and vision insurance coverage for a period of 19

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

In the Agreement, Mr.

Bzdick specifically

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

previously made in the event Mr.

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

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

Bzdick breaches the Bzdick Agreement by bringing suit

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

received pursuant to the Bzdick Agreement.

The Bzdick Agreement also contains standard mutual release and damages clauses, and a clause

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

fees from the opposing party.

Chan’s annual salary is set at $1.00

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

Affective January 1, 2022, the Company entered in an executive employment

agreement with Mr.

Macko, the Company’s Chief Financial Officer covering the period of January

1, 2022 through December 31, 2023.

Macko shall receive a base pay $198,000 annually and shall be eligible to receive an annual performance bonus, in an amount up to 80% of his base salary, upon the

Company’s achievement of certain net income and EBITDA milestones.

In the event of

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

Macko’s employment without cause, he shall be entitled to receive four-month’s

Equity Awards at Fiscal Year-End

11 unchanged sentences

Wai Leung William Wu

Hiu Pan Joanne Wong

$ 7,35013,250

Shui Yeung Frankie Wong

$ 7,85014,500

Tung Moe Chan

Represents the total grant

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

Our policy and assumptions made in the valuation of share-based

payments are contained in Note 10 to our consolidated financial statements.

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

Our policy and assumptions made in the

valuation of share-based payments are contained in Note 13 to our consolidated financial statements.

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

Chan received $7,276,031 as a performance bonus.

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

$18,000 annually, provided such director attends at least 75% of all Board of Director meetings, and all scheduled committee meetings.

Chan received $7,208,031 as a performance bonus, of which approximately $1,020,000 was paid in cash and the remainder in DSS common stock.

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

of $18,000 annually, provided such director attends at least 75% of all Board of Director meetings, and all scheduled committee meetings.

Each independent director is entitled to receive an additional $1,000 for each Board of Director meeting he attends, and an additional

$500 for each nominating and compensation committee meeting he attends and $750 for each audit and executive committee

meeting he attends, provided such committee meeting falls on a date other than the date of a full Board of Directors meeting.

of the independent directors is also eligible to receive discretionary grants of options or restricted stock under the Company’s

2020 Equity Incentive Plan.

Non-independent members of the Board of Directors do not receive compensation in their capacity as directors,

except for reimbursement of travel expenses.

$500 for each nominating and compensation committee meeting he attends and $750 for each audit and executive committee meeting he attends,

provided such committee meeting falls on a date other than the date of a full Board of Directors meeting.

Each of the independent directors

is also eligible to receive discretionary grants of options or restricted stock under the Company’s 2020 Equity Incentive Plan.

Non-independent members of the Board of Directors do not receive compensation in their capacity as directors, except for reimbursement

of travel expenses.

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

7 unchanged sentences

investment power with respect to shares owned and shares issuable pursuant to warrants for March 14, 2022

percentages of shares beneficially owned are based on 83,732,763 shares of our Common Stock issued and outstanding as of March

14, 2022, and is calculated by dividing the number of shares that person beneficially owns by the sum of (a) the total number of shares

outstanding on March 14, 2022, plus (b) the number of shares such person has the right to acquire within 60 days of March 14, 2022.

The percentages of shares beneficially

owned are based on 139,017,172 shares of our Common Stock issued and outstanding as of March 13, 2023, and is calculated by dividing the

number of shares that person beneficially owns by the sum of (a) the total number of shares outstanding on March 13, 2023, plus (b) the

number of shares such person has the right to acquire within 60 days of March 13, 2023.

Number of Shares

Beneficially Owned

Percentage of Outstanding Share

Percentage of

Outstanding Share

Beneficially Owned

8 unchanged sentences

Global BioMedical Pte Inc.

Alset EHome International, Inc

Alset International Limited

Less than 1%.

beneficial ownership of Heng Fai Chan includes 26,178,632 shares of common stock, consisting of (a) 1,614,552 shares of common stock

held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan;

(b) 688,941 shares of common stock held by Heng Fai Chan

(d) 7,716,004 shares of common stock

held by Global Biomedical Pte.

and (e) 16,142,468 shares of common stock held by Alset EHome International Inc.

beneficial ownership of Heng Fai Chan includes 81,786,142 shares of common stock, consisting

of (a) 59,552 shares of common stock held by Heng Fai Holdings Limited, an entity controlled

by Heng Fai Chan;

(b) 18,914,326 shares of common stock held by Heng Fai Chan directly;

6,232,671 shares of common stock held by Global Biomedical Pte.

and (d) 21,366,177

shares of common stock held by Alset International Limited (e) 35,213,416 shares of common

stock held by Alset Inc.

Compensation Plans Information

9 unchanged sentences

2020 Employee, Director and Consultant Equity Incentive Plan

Employee Stock Option Plan

the Board’s approval of same, the Company’s shareholders approved the 2020 Employee, Director and Consultant Equity Incentive

Plan (“2020 Incentive Plan”) at the shareholder meeting held on December 9, 2019.

As of the date of this Report, zero options

have been issued pursuant to the 2020 Incentive Plan.

Based on its provisions, there are currently 4,470,419 shares of Common Stock available

for issuable under the 2020 Incentive Plan.

of the Plan .

The 2020 Incentive Plan was established by the Company to (i) promote the success and enhance the value of the Company

by a) linking the personal interests of participants of the 2020 Incentive Plan to those of Company stockholders and b) providing participants

with an incentive for outstanding performance;

and (ii) provide flexibility to the Company in its ability to motivate, attract, and retain

the services of participants upon whose judgment, interest and special effort the successful conduct of its business is largely dependent.

Board has the sole authority to implement, interpret, and/or administer the 2020 Incentive Plan unless the Board delegates (i) all or

any portion of its authority to implement, interpret, and/or administer the 2020 Incentive Plan to a committee of the Board consisting

of non-employee directors (the “Committee”), or (ii) the authority to grant and administer awards to non-executive employees

of the Company under the 2020 Incentive Plan to an officer of the Company.

2020 Incentive Plan provides for the issuance of shares of Common Stock, including shares that may be issued related to the exercise

of options awarded under the 2020 Incentive Plan, in an amount up to twenty percent (20%) of the total issued and outstanding shares

of Common Stock as of December 31, 2019 (with additional shares to be authorized every first day of the next fiscal year in accordance

with the 2020 Incentive Plan’s evergreen provision).

The 2020 Incentive Plan shall be effective for 10 years, unless earlier terminated.

officers, directors, consultants and advisors of the Company or any affiliate of the Company (“Participants”) are eligible

to receive an award under the 2020 Incentive Plan.

The 2020 Incentive Plan provides Participants the opportunity to participate in the

enhancement of shareholder value by the award of options and awards of Common Stock, granted as stock bonus awards, restricted stock

awards, deferred share awards and performance-based awards, under the 2020 Incentive Plan.

The 2020 Incentive Plan further provides for

the Company to make payment of bonuses and/or consulting fees to certain Participants in options and Common Stock, or any combination

While our directors and our executive officers may participate in the 2020 Incentive Plan, the amounts and benefits that they

may receive from the 2020 Incentive Plan (if any) has not been determined and is not currently determinable.

single participant under the 2020 Incentive Plan may receive more than 20% of all options awarded in a single year.

the event of a corporate transaction involving the Company (including, without limitation, any merger, reorganization, consolidation,

recapitalization, separation, liquidation, split-up, or share combination), the Committee shall adjust awards in any manner determined

by the Committee to be an appropriate and equitable means to prevent dilution or enlargement of rights.

the 2020 Incentive Plan, the Company will initially reserve shares of Common Stock for issuance to eligible employees, officers, directors,

consultants, and advisors of the Company and its affiliates in amount equal to twenty percent (20%) of the then issued and outstanding

shares of the Company’s Common Stock as of December 31, 2019, subject to adjustment.

The 2020 Incentive Plan provides that on the

first day of each fiscal year of the Company during the period beginning in fiscal year 2021 and ending on the second day of fiscal year

2029, the number of shares of Common Stock authorized to be issued under the 2020 Incentive Plan will be increased by an amount equal

to the lesser of (i) five percent (5%) of the total number of shares of Common Stock outstanding as of December 31 of the preceding fiscal

year and (ii) an amount to be determined by the Company’s Board of Directors.

Board, or the Committee, shall have sole and absolute discretionary authority (i) to determine, authorize, and designate those persons

who are to receive options under the 2020 Incentive Plan, (ii) to determine the number of shares of Common Stock to be covered by such

options and the terms thereof, (iii) to determine the type of option granted (ISOs or Nonqualified Options), and (iv) to determine other

such details concerning the vesting, termination, exercise, transferability and payment of such options.

The Board or Committee shall

thereupon grant options in accordance with such determinations as evidenced by a written option agreement.

exercise price per share for Common Stock of options granted under the 2020 Incentive Plan shall be determined by the Board or Committee,

but in no case shall be less than one hundred percent (100%) of the fair market value of the Common Stock (determined in accordance with

the 2020 Incentive Plan) at the time the option is granted, provided that, with respect to ISOs granted to a person who holds ten percent

(10%) or more of the total combined voting power of all classes of stock of the Company, the exercise price per share for Common Stock

shall not be less than 110% of the fair market value of the Common Stock and the term of the ISO shall be no more than 5 years from date

The fair market value of the Common Stock with respect to which ISOs may be exercisable for the first time by any Participant

during any calendar year under all such plans of the Company and its affiliates shall not exceed $100,000, or such other amount provided

in Section 422 of the Internal Revenue Code.

under the 2020 Incentive Plan may not be transferred except by will or laws of descent and, during the lifetime of the recipient of the

ISO, only be exercised by such recipient.

Nonqualified Options may be transferred as a gift in accordance with the applicable securities

laws and regulations and with any stock option agreement.

Shares issued pursuant to the exercise of options may be endorsed with a legend

restricting their transfer or sale.

option shall terminate not more than ten years from the date of the grant or at such earlier time as the option agreement may provide.

For those who own more than 10% of the total combined voting power of all classes of stock of the Company or an affiliate of the Company,

each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the option agreement may provide.

Deferred, and Restricted Stock Awards

Board, or the Committee, may, in its sole discretion, grant awards of Common Stock in the form of bonus awards, deferred awards, and

restricted stock awards.

Each stock award agreement shall be in such form and shall contain such terms and conditions as the Board, or

the committee, deems appropriate.

The terms and conditions of each stock award agreement may change from time to time and need not be

uniform with respect to Participants, and the terms and conditions of separate stock award agreements need not be identical.

Board, or the Committee, may authorize grants of shares of Common Stock to be awarded upon the achievement of specified performance objectives,

upon such terms and conditions as the Board, or the Committee, may determine.

Such awards shall be conferred upon the Participant upon

the achievement of specified performance objectives during a specified performance period, such objectives being set forth in the grant

and including a minimum acceptable level of achievement and, optionally, a formula for measuring and determining the number of performance

shares to be issued.

Each performance share award agreement shall be in such form and shall contain such terms and conditions as the

Board, or the Committee, deems appropriate.

The terms and conditions of each performance share award may change from time to time and

need not be uniform with respect to Participants, and the terms and conditions of separate performance share award agreements need not

be identical.

the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or

other increase or reduction of the number of shares of the Common Stock outstanding, without receiving consideration therefore in money,

services or property, then (i) the number, class, and per share price of shares of Common Stock subject to outstanding options and other

awards under the 2020 Incentive Plan, and (ii) the number of and class of shares then reserved for issuance under the 2020 Incentive

Plan and the maximum number of shares for which awards may be granted to any Participant during a specified time period shall be appropriately

and proportionately adjusted.

The Board, or the Committee, shall make such adjustments, and its determinations shall be final, binding

and conclusive.

the Company is to be consolidated with or acquired by another entity in a merger, consolidation, or sale of all or substantially all

of the Company’s assets other than a transaction to merely change the state of incorporation (a “Corporate Transaction”),

the administrator of the 2020 Incentive Plan (the “Administrator”) or the board of directors of any entity assuming the obligations

of the Company (the “Successor Board”), shall, as to outstanding options issued under the 2020 Incentive Plan, either (i)

make appropriate provision for the continuation of such options by substituting on an equitable basis for the shares then subject to

such options either A) the consideration payable with respect to the outstanding shares of common stock in connection with the Corporate

Transaction or B) securities of any successor or acquiring entity;

or (ii) upon written notice to the Participants, provide that such

options must be exercised (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such options

being made partially or fully exercisable), within a specified number of days of the date of such notice, at the end of which period

such options which have not been exercised shall terminate whether or not vested;

or (iii) terminate such options in exchange for payment

of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of

common stock into which such option would have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion

of the Administrator, any such options being made partially or fully exercisable) less the aggregate exercise price thereof.

of determining the payments to be made pursuant to clause (iii) above, in the case of a Corporate Transaction, the consideration for

which, in whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined

in good faith by the Board of Directors.

respect to outstanding stock grants issued under the 2020 Incentive Plan, the Administrator or the Successor Board, shall make appropriate

provision for the continuation of such stock grants on the same terms and conditions by substituting on an equitable basis for the Shares

then subject to such stock grants either the consideration payable with respect to the outstanding shares of common stock in connection

with the Corporate Transaction or securities of any successor or acquiring entity.

In lieu of the foregoing, in connection with any Corporate

Transaction, the Administrator may provide that, upon consummation of the Corporate Transaction, each outstanding stock grant shall be

terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to

a holder of the number of shares of common stock comprising such stock grant (to the extent such stock grant is no longer subject to

any forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture and repurchase rights being

waived upon such Corporate Transaction).

Amendment or Termination

Board has the authority to amend, suspend, or terminate our equity incentive plans, provided that such action does not materially impair

the existing rights of any participant without such participant’s written consent.

The 2020 Incentive Plan will terminate on January

1, 2030, except that awards that are granted under the 2020 Incentive Plan prior to its termination will continue to be administered

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

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

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

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

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

provided that no amendment

may, in the absence of written consent to the change by the affected participant, materially alter or impair any rights or obligations

under an award already granted under the 2020 Incentive Plan.

13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

4 unchanged sentences

the last two completed fiscal years.

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

discounts and commissions and other estimated offering expenses.

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

and 111,111 additional shares from the exercise of the underwriter’s purchase option to cover over-allotments, at the public offering

price of $5.40 per share.

Chan purchased 370,370 shares of Common Stock in the Offering, for an aggregate purchase price of $2,000,000.

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

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

(“AAMI”) and American Medical REIT Inc.

(“AMRE”), regarding

a share subscription and loan arrangement.

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

real estate investment trust in the United States.

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

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

Concurrently, AAMI issued 2,500 shares to LVAM, and

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

As a result, the Company holds 52.5%

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

respectively.

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

Note with AMRE, pursuant to which AMRE will issue the Company a promissory note for the principal amount of $800,000.00 (the “AMRE

The AMRE Note matures on March 3, 2022 and accrues interest at the rate of 8.0% per annum, and shall be payable in accordance

with the terms set forth in the AMRE Note.

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

the same terms and conditions as the AMRE Note, including the issuance of warrants as hereinafter described.

As further incentive to

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

The AMRE Warrants have an exercise price of $5.00 per share, subject to adjustment as set forth in the AMRE Warrant, and expire on March

Pursuant to the AMRE Warrants, if AMRE files a registration statement with the Securities and Exchange Commission for an initial

public offering (“IPO”) of AMRE’s common stock and the IPO price per share offered to the public is less than $10.00

per share, the exercise price of the AMRE Warrant shall be adjusted downward to 50% of the IPO price.

The AMRE Warrant also grants piggyback

registration rights to the Company as set forth in the AMRE Warrant.

The parties to the AMRE Term Sheet, including AMRE Tennessee, LLC,

also entered into a stockholders’ agreement dated as of March 3, 2020 (the “AMRE Stockholders’ Agreement”), regarding

their ownership of AAMI’s common stock to regulate certain aspects of the relationship between the stockholders and provide for

certain rights and obligations with respect to such ownership, as set forth in the AMRE Stockholders’ Agreement.

LVAM is an 82%

owned subsidiary of Alset Intl.

whose Chief Executive Office and largest shareholder is Mr.

Following the consummation of the transactions

contemplated by the AMRE Term Sheet, Mr.

Heuszel were appointed to the board of directors of AAMI.

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

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

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

the Company issued 483,334 shares of the Company’s common stock, par value $0.02 per share, nominally valued at $6.48 per share,

and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”),

with a stated value of $46,868,000, or $1,000 per share, for a total consideration of $50 million (Note 12).

Due to several factors,

including a discount for illiquidity, the value of the Series A Preferred Stock was discounted from $46,868,000 to $35,187,000, thus

reducing the final consideration given to approximately $38,319,000.

Alset Intl CEO and largest shareholder is Mr.

Heng Fai Ambrose Chan,

the Chairman of the Board and the largest shareholder of the Company.

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

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

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

On June 25, 2020, the Company exercised those warrants bringing its total ownership to 127,179,311 shares or approximately

7% of the outstanding shares of Alset Intl as of December 31, 2020.

Historically and through June 30, 2020, the Company carried its investment

in Alset Intl at cost, less impairments under the measurement alternative in ASU No.

2016-01, “Recognition and Measurement of Financial

Assets and Financial Liabilities”.

During the third quarter of 2020, the Company determined that the investments had a readily

determinable fair value based on the volume of shares traded on the Singapore Exchange which evidences a ready market for shares, as

well as a consistent and observable market price.

Accordingly, this investment is now classified as a marketable security and is classified

as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the investments for a period

of at least one year.

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

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

The fair value

of the marketable security as of December 31, 2020 was approximately $6,830,000 and during the year ended December 31, 2020 the Company

recorded unrealized gains on this investment of approximately $3,384,200.

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

Agreement by and between Mr.

Chan and SHRG, pursuant to which the Company purchased 30,000,000 shares of Class A common stock and 10,000,000

warrants to purchase Class A common stock for $3 million.

The warrants have an average exercise price of $0.20, immediately vested and

may be exercised at any time commencing on the date of issuance and ending three year from such date.

These shares and warrants are also

subject to a one-year trading restriction pursuant to the terms of a Lock-Up Agreement entered into between Mr.

Chan and the Company

and assigned to the Company.

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

entered into a corporate venture to form

and operate a real estate title agency, under the name and flagging of Alset Title Company, Inc, a Texas corporation (“ATC”).

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 year ended December 31, 2022 and December 31, 2021, the Company recorded unrealized

loss on this investment of approximately $1,590,000 and $1,920,000, 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

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

Investment was fully impaired at December 31, 2022.

On 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, Inc.

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

and permitting process.

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

Connecticut, Florida, and Illinois.

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

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

There was no activity for the twelve-months

ended December 31, 2020

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

entered into membership interest purchase agreement

with BMI Financial Group, Inc.

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

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

purchased 14.9% membership interests in BMIC for $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%.

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

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

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

shall own 70% of this

venture with the other two shareholders being attorneys necessary to the state application and permitting process.

The Company’s

chairman of the board and Mr.

Sassuan Lee, an independent board member of the Company, also have ownership interest in BMIC..

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

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

As of July 22, 2020, the carrying

value of the Company’s equity method investment exceeded our share of the book value of the investee’s underlying net assets

by approximately $9.5 million, which represents primarily intangible assets in the form of customer and distributor lists and goodwill

arising from acquisitions.

The Company is still in the process of valuing the intangible assets as of December 31, 2020 and no amortization

has been recorded during the period ended December 31, 2020.

The aggregate fair value of the Company’s investment in SHRG at December

31, 2020 was approximately $14,774,000.

DSS, via four (4) of the Company’s existing board members, currently holds four (4) of

the five (5) SHRG board of director seats.

JT Thatch, DSS’s Lead Independent Director and as well the CEO of SHRG is on the

SHRG Board, along with Mr Chan, DSS’s Executive Chairman of the board of directors (joined the SHRG Board effective May 4, 2020),

Sassuan “Sam” Lee, DSS Independent Director (joined the SHRG Board effective September 29, 2020) and Mr.

the CEO of the Company (joined the SHRG Board effective September 29, 2020).

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

There was minimal activity for the

twelve months ended December 31, 2022.

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

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

Class A Common Stock, par value $0.01 per share.

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

A Common Stock, par value $0.01 per share.

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

7 unchanged sentences

with the acquisition method of accounting under Topic 805.

Activity from September 9, 2021, to September 30, 2021, was not significant.

During the year ended December 31, 2022, APB had net loss of $895,000,

of which, $361,000 is attributable to non-controlling interest.

The next largest shareholder of APB is Alset EHome International, Inc.

AEI’s Chairman and CEO, Heng Fai Chan,

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

AEI’s Chairman and CEO, Heng Fai Ambrose Chan, and a member of the AEI’s Board of Directors, Wu Wai

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

The CEO of the Company, Mr.

Heuszel, also has an approximate 2% equity position of APB.

September 3, 2021, DSS entered into a subscription agreement (the “AEI Subscription Agreement”) with AEI, which provided

for an investment of up to $15,000,000 by AEI into the Company in exchange of an aggregate of 12,156,000 shares of the Company’s

common stock, $0.02 par value per share.

Subject to the terms and conditions contained in the AEI Subscription Agreement, the shares

were issued at a purchase price of $1.234 per share.

Prior to this transaction, AEI indirectly held a significant investment in the Company

through majority-owned subsidiaries.

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

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

Heuszel, also has

an approximate 2% equity position of APB.

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

On October 27, 2021, HWH World,

Inc., a subsidiary of the Company entered a revolving loan commitment (“Note 8”) with Borrower 8, a company registered in

Note 8 has a principal balance of $52,000 and incurred no interest through the maturity date of December 31,2021.

The outstanding

principal at December 31, 2022 and December 31, 2021 is $63,000 and $52,000, respectively, and is included in the current portion of notes

This note was amended in April 2022 to extend the maturity date through April 2023 bearing interest rate of 18%.

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 January 12, 2023, and contains

an auto renewal period of three months.

As of December 31, 2022 and December 31, 2021, $3,000,000 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 January 12, 2023, and contains an auto renewal period

of nine months.

This loan was funded during March 2022.

As of December 31, 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

EHome International Inc.

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

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

Pursuant to the SPA, AEI had agreed to purchase 44,619,423 shares of the Company’s

common stock for a purchase price of $0.3810 per share, for an aggregate purchase price of $17,000,000.

Pursuant to the Amendment, the

number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877 shares for an aggregate

purchase price of $1,519,000.

This transaction was completed on March 9, 2022.

In addition, the Company’s Executive Chairman and

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

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.

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 December 31, 2022 and

December 31, 2021, there was $309,000 and $0, respectively, outstanding on the, and is included in current notes receivable on the

accompanying consolidated balance sheet.

During the three months ended September 30, 2022, Sentinel Brokers converted approximately

$1,364,000 of Note 4 into 13.64 preferred shares of Borrower 4.

In December 2022, Sentinel LLC obtained 75% ownership of Sentinel

and all transaction are eliminated upon consolidation into DSS.

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.

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.

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

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.

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.

Services Global Corp

November 2021, SHRG and Hapi Café, Inc, a company affiliated with Heng Fai Ambrose Chan, a Director of the Company, entered into

3 unchanged sentences

the terms and conditions contained in the Master Franchise Agreement.

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

Inc (“HWH” or the “Holder”).

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

in April 2020.

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

International, Inc.

(“HWH” or the “Holder”).

HWH is affiliated with Heng Fai Ambrose Chan, who became a Director

of the Company in April 2020.

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

Concurrent with issuance of the Note,

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

at an exercise price of $0.15 per share.

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

financing rights.

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

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

As of the date of this Quarterly Report, the Company

and HWH are jointly reviewing the Note and the detachable stock warrant.

The number of shares that HWH may acquire upon conversion of

the HWH Note and exercise of the detachable stock warrant may be greater than the amounts described in this paragraph, depending on the

results of such review.

Concurrent with issuance

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

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

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

to certain financing rights.

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

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

On August 9, 2022, HWH and the Company executed

an agreement to settle the Note and cancel the related stock warrant for $78,636, which amount represents the principal plus accrued

The detachable stock warrant to purchase the additional 333,333 shares of the Company’s Common Stock was forfeited by

the Holder upon payment.

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

the nine months ended December 31, 2021, a wholly owned subsidiary of the SHRG purchased skin care products manufactured by K Beauty

5 unchanged sentences

part of the Company’s previously announced strategic growth plans.

SHRG subleases warehouse

and office space from Alchemist Holdings, LLC, a shareholder of the Company.

During the nine months ended December 31, 2021, rent expense

associated with such sublease agreement was $75,486.

As disclosed in our Transition Report for the transition period ended March 31,

2021, in June 2020, the Company entered into a Settlement Accommodation Agreement and an Amended and Restated Founder Consulting Agreement

with a former officer of the Company who is a principal of Alchemist Holdings, LLC.

The Company recognized a settlement liability of

$2.0 million in connection therewith.

As of December 31, 2021, the settlement liability balance is $715,596.

February 2020, the Company, Alchemist Holdings, LLC (“Alchemist”), and a former Company officer entered into a Settlement

Accommodation Agreement (the “Accommodation Agreement”) pursuant to which Alchemist and the former Company officer agreed

to transfer to the Company 22.7 million shares of the Company’s Common Stock held by Alchemist, in settlement of certain obligations

to the Company.

Under the terms of the Accommodation Agreement, Alchemist and the former Company officer also agreed to transfer to the

Company 15.6 million shares of the Company’s Common Stock held by Alchemist, to offset certain legal and other expenses incurred

by the Company in connection with various related-party legal claims.

Accordingly, in the fiscal year ended March 31, 2021, the Company

and Alchemist caused the transfer to the Company, in the aggregate, of 38.3 million shares of the Company’s Common Stock then held

by Alchemist, and the Company retired such redeemed shares.

In May 2022, the Company and certain of its subsidiaries, on the one hand,

and Alchemist, the former officer and certain entities affiliated with the former officer, on the other hand, entered into a Confidential

Settlement Agreement with Mutual Releases (the “May 2022Settlement Agreement”) pursuant to which the parties amicably settled

all claims and disputes among them;

(b) the former officer sold to the Company 26,091,136 shares of the Company’s common stock

then under the voting and dispositive control of the former officer;

(c)the Company made a one-time payment of $1,043,645;

Company and its relevant subsidiaries, on the one hand, and the former officer and relevant entities affiliated with the former officer,

on the other hand, exchanged customary mutual releases of any prior obligations among them.

On May 19, 2022, the closing price for the

Company’s common stock was $0.25 per share.

During the nine months ended December 31, 2022, the Company measured and recognized

the repurchase of its common stock at its fair value of $626,187, derecognized its remaining liability under the Co-Founder’s Agreement,

and recognized a recovery of $324,230 in connection with the previously recognized loss related to the Co-Founder’s Agreement.

July 2021, the Company, and American Premium Water Corporation (“American Premium”) entered into a business consulting agreement

pursuant to which the Company provides consulting services to American Premium in exchange for a monthly fee of $4,166.

Thatch, a director of the Company, also serves on the Board of Directors of American Premium.

During the three and nine months ended

December 31, 2022, the Company recognized consulting fee income of $12,498 and 37,494, respectively.

In August 2022, the Company executed

a non-binding letter of intent with American Wealth Mining Corporation (“AWM”), a related party, allowing AWM to be the exclusive

franchisee of Hapi Café in the State of New York.

Approval or Ratification of Transactions with Related Persons

10 unchanged sentences

14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

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

in the Company’s Annual Report on Form 10-K, the review of financial statements included in the Company’s Quarterly Reports

on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

The aggregate fees billed for professional services rendered by our independent public accounting firm, Turner Stone & Company,

LLP, Dallas, Texas, PCAOB Auditor ID 76, for audit and review services for the fiscal year ended December 31, 2021 were approximately

The anticipated fees associated with the audit of the year ended December 31, 2021, is expected to range between $355,000

and $375,000.

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

CPAs, P.C., for audit and review services for the fiscal years ended December 31, 2021 and 2020 were approximately $415,000 and $370,000,

respectively.

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

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

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

included in the Company’s Annual Report on Form 10-K, the review of financial statements included in the Company’s

Quarterly Reports on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and

regulatory filings or engagements.

The aggregate fees billed for professional services rendered by our former independent public

accounting firm, Turner Stone & Company, LLP, Dallas, Texas, PCAOB Auditor ID 76, for audit and review services for the fiscal

year ended December 31, 2021 were approximately $464,000.

The aggregate fees build for professional services rendered by Grassi&Co for audit and review services for the fiscal

year ended December 31, 2022 was approximately $325,000.

anticipated fees associated with the audit of the year ended December 31, 2021, is expected to range between $355,000 and $375,000.

The aggregate fees billed for professional services rendered by our prior principal accountant, Freed Maxick CPAs, P.C., review

services for the fiscal years ended December 31, was approximately $200,000.

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

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

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

December 31, 2021 and 2020 were approximately $127,000 and $98,000, respectively.

aggregate fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C., for tax compliance, tax

advice and tax planning during the years ended December 31, 2021 and 2020 were approximately $52,700 and $30,000 respectively.

December 31, 2021 approximated $51,000 The aggregate fees billed for audit related services

by our former principal accountant, Turner Stone & Company, LLP, pertaining to comfort letter related to our registered offering during

the years, consents for related registration statements and the audit of the Company’s employee benefit plan and review of the stand-alone

financial statements for one of the Company’s subsidiaries, for the years ended December 31, 2021 approximated $33,000.

aggregate fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C., for tax compliance,

tax advice and tax planning during the years ended December 31, 2022 and 2021 were approximately $143,000 and $52,700 respectively.

In 2021, DSS engaged Greendyke Jencik & Associates CPAs, PLLC to render quarterly and year end tax provisions.

The aggregate fees

for 2021 were $6,900.

The aggregate

fees for 2022 and 2021 were approximately $8,000 and $7,000.

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

9 unchanged sentences

On December 2, 2021, Freed Maxick CPAs P.C.

resigned as our

independent registered public accounting firm, and on December 3, 2021, our Audit Committee approved Turner, Stone & Company,

as our independent registered public accounting firm for the year ended December 31, 2021.

These services may include

audit services, audit-related services, tax services and other services.

The Audit Committee may establish, either on an ongoing or

case-by-case basis, pre-approval policies and procedures providing for delegated authority to approve the engagement of the

independent registered public accounting firm, provided that the policies and procedures are detailed as to the particular services

to be provided, the Audit Committee is informed about each service, and the policies and procedures do not result in the delegation

of the Audit Committee’s authority to management.

In accordance with these procedures, the Audit Committee pre-approved all

services performed by Freed Maxick CPAs, P.C., and Turner, Stone & Company,

resigned as our independent registered public accounting firm,

and on December 3, 2021, our Audit Committee approved Turner, Stone & Company, L.L.P.

as our independent registered public

accounting firm for the year ended December 31, 2021.

On June 29, 2022, the Company’s Board of Directors (the

“Board”) approved replacing Turner, Stone & Company, LLP (the “Former Accountant”) as our independent

registered public accounting firm, with Grassi & Co.

(the “New Accountant”) as our independent registered

public accounting firm, effective July 1, 2022.

The engagement of the New Accountant was recommended and approved by the Board.

These services may include audit services, audit-related services, tax services and other services.

The Audit Committee may

establish, either on an ongoing or case-by-case basis, pre-approval policies and procedures providing for delegated authority to

approve the engagement of the independent registered public accounting firm, provided that the policies and procedures are detailed

as to the particular services to be provided, the Audit Committee is informed about each service, and the policies and procedures do

not result in the delegation of the Audit Committee’s authority to management.

In accordance with these procedures, the Audit

Committee pre-approved all services performed by Freed Maxick CPAs, P.C., and Turner, Stone & Company, L.L.P.

15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

37 unchanged sentences

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

Term Sheet dated March 12, 2020*

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

5 unchanged sentences

(incorporated by reference to exhibit 1.1 to Form 8-K dated July 1, 2020).

Agreement, dated July 28, 2020, by and between Document Security Systems, Inc.

Underwriting Agreement, dated July 28, 2020, by and between Document Security Systems, Inc.

and Aegis Capital Corp.

(incorporated by reference

to exhibit 1.1 to Form 8-K dated July 31, 2020).

(incorporated by reference to exhibit 1.1 to Form 8-K dated July 31, 2020).

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

8 unchanged sentences

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

Stock Purchase And Share Subscription Agreement between Decentralized Sharing Systems, Inc., and DSS, Inc.

relating to the purchase of Sharing Services Global Corporation shares (incorporated by reference to exhibits 10.1 and 10.2 of the Form 8-K filed with the Commission on December 29, 2021)

of Document Security Systems, Inc.*

of Freed Maxick CPAs, P.C.*

Purchase And Share Subscription Agreement between Decentralized Sharing Systems, Inc., and DSS, Inc.

relating to the purchase of

Sharing Services Global Corporation shares (incorporated by reference to exhibits 10.1 and 10.2 of the Form 8-K filed with the Commission

on December 29, 2021)

Stock Purchase Agreement dated as of January 18, 2022, by and between DSS, Inc.

and Alset EHome International, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

Stock Purchase Agreement dated as of January 18, 2022, by and between DSS, Inc.

and Alset EHome International, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

Stock Purchase Agreement dated as of January 25, 2022, by and between DSS, Inc.

and Alset EHome International, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

Assignment and Assumption Agreement dated as of February 25, 2022, by and between DSS, Inc.

and Alset International Limited (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on February 25, 2022)

Convertible Promissory Note Agreement , as between the Alset International Limited and American Medical REIT Inc.

(incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on February 25, 2022)

Amendment to Stock Purchase Agreement, between DSS, Inc.

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

True Partner Stock Purchase Agreement, between DSS, Inc.

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

True Partner Termination Agreement, between DSS, Inc.

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

DSS Termination Agreement, between DSS, Inc.

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

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

Amendment No.

1 to Fifth Amended and Restated By-laws of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the Commission on June 3, 2022)

Assignment and Assumption Agreement , by and between Alset International Limited and DSS, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on July 14, 2022)

Convertible Promissory Note as between the Alset International Limited and American Medical REIT Inc.

(incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on July 14, 2022)

Amendment No.1 to Assignment and Assumption Agreement as between DSS, Inc.

and Alset International Limited (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on July 14, 2022)

Subsidiaries of Document Security Systems, Inc.*

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

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

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

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

9 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document*

Cover Page Interactive Data File (embedded within the Inline XBRL document)*

Page Interactive Data File (embedded within the Inline XBRL document)*

Filed herewith

2 unchanged sentences

on its behalf by the undersigned, thereunto duly authorized.

March 31, 2022

Chief Executive Officer

(Principal Executive Officer)

March 31, 2022

Chief Financial Officer

Executive Officer

Executive Officer)

Financial Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

March 31, 2022

Chief Executive Officer

(Principal Executive Officer)

March 31, 2022

Chief Financial Officer

March 31, 2022

Financial Officer

Chief Operating Officer

March 31, 2022

Fai Ambrose Chan

Heng Fai Ambrose Chan

Fai Ambrose Chan

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

March 31, 2022

March 31, 20221

March 31, 2022

John “JT” Thatch

José Escudero

Sassuan (Samson) Lee

Tung Moe Chan

March 31, 2022

Leung William Wu

Wai Leung William Wu

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

What changed 10-K

Item 9A. Controls and Procedures