What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-10-22 compared with 2022-08-17 · 393 added, 551 removed, 25 unchanged (97% of the section changed)

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

Statement Regarding Forward-Looking Statements

SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects

and make informed investment decisions.

FORWARD-LOOKING

statements that may appear in this Annual Report, including without limitation, statements related to the Company’s plans, strategies,

objectives, expectations, intentions, and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities

Litigation Reform Act and contain the words “believes,” “anticipates,” “expects,” “plans,”

“intends” and similar words and phrases.

These forward-looking statements are subject to risks and uncertainties that could

cause actual results to differ materially from the results projected in any forward-looking statement.

The forward-looking statements

are made as of the date of this Annual Report, and we assume no obligation to update the forward-looking statements, or to update the

reasons why actual results could differ from those projected in the forward-looking statements.

Investors should consult all the information

set forth in this Annual Report and the other information set forth from time to time in our reports filed with the Securities and Exchange

Commission pursuant to the Securities Exchange Act of 1934, including our reports on Forms 10-Q and 8-K.

following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of

our results of operations and financial condition.

The discussion should be read in conjunction with the financial statements and footnotes

included in Item 8 of this Annual Report.

(together with its

consolidated subsidiaries, referred to herein as “DSS,” “we,” “us,” “our” or the “Company”)

currently operates nine (9) distinct business lines with operations and locations around the globe.

These business lines are:

Packaging, (2) Biotechnology, (3) Direct, (4) Commercial Lending, (5) Securities and Investment Management, (6) Alternative Trading (7)

Digital Transformation, (8) Secure Living, and (9) Alternative Energy.

Each of these business lines are in different stages of development,

growth, and income generation.

Our divisions, their business

lines, subsidiaries, and operating territories:

(1) Our Product Packaging line is led by Premier Packaging Corporation, Inc.

a New York corporation.

Premier operates in the paper board and fiber based folding carton, consumer product packaging, and document

security printing markets.

It markets, manufactures, and sells sophisticated custom folding cartons, mailers, photo sleeves and complex

3-dimensional direct mail solutions.

Premier is currently located in its new facility in Rochester, NY, and primarily serves the US market.

(2) The Biotechnology business line was created to invest in or acquire companies in the BioHealth and BioMedical fields, including businesses

focused on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related

This division is also targeting unmet, urgent medical needs, and is developing open-air defense initiatives, which curb transmission

of air-borne infectious diseases, such as tuberculosis and influenza.

(3) Direct, led by the holding corporation, Decentralized Sharing

Systems, Inc.

(“Decentralized”) provides services to assist companies in the emerging growth “Gig” business model

of peer-to-peer decentralized sharing marketplaces.

Direct specializes in marketing and distributing its products and services through

its subsidiary and partner network, using the popular gig economic marketing strategy as a form of direct marketing.

Direct’s products

include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern

(4) Our Commercial Lending business division, driven by American Pacific Bancorp (“APB”), is organized for the purposes

of being a financial network holding company, focused on acquiring equity positions in (i) undervalued commercial bank(s), bank holding

companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea,

and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking,

trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition

company) consulting services, and advisory capital raising services.

(5) Securities and Investment Management was established to develop

and/or acquire assets in the securities trading or management arena, and to pursue, among other product and service lines, broker dealers,

and mutual funds management.

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

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

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

the REIT was formed

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

(6) Alternative Trading was established

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

Trading, in partnership

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

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

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

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

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

(7) Digital Transformation was

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

the direct selling and affiliate marketing sector.

Digital improves marketing, communications and operations processes with custom software

development and implementation.

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

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

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

(9) The Alternative Energy group was established to

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

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

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

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

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

and American Medical REIT Inc.

under which it acquired a 52.5% controlling

ownership interest in AMRE Asset Management Inc.

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

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

and formulate investment strategy for AMRE.

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

acquisition and divestments in accordance with the investment strategies.

AMRE is a Maryland corporation, organized for the purposes

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

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

AMRE was formed to originate, acquire,

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

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

federal income tax purposes, which will provide.

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

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

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

The additional 264,525 Class A Common Shares acquired increases

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

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

(“Impact BioMedical”), pursuant to a Share

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

(“DSS BioHealth”), Alset International Limited

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

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

shareholders (the “Share Exchange”).

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

common stock, par value $0.02 per share, 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”).

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

wholly owned subsidiary of DSS BioHealth, the Company’s wholly owned subsidiary.

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

the biomedical field for decades.

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

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

and treatment of neurological, oncological and immune related diseases.

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

entered into a corporate venture to form and operate a

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

DSS Securities,

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

December 9, 2020, Impact BioMedical entered into an exclusive distribution agreement with BioMed Technologies Asia Pacific Holdings Limited

(“BioMed”), which is focused on manufacturing natural probiotics.

Under the terms of this distribution agreement, Impact

BioMedical will directly market, advertise, promote, distribute and sell certain BioMed products to resellers.

The products to be distributed

by Impact BioMedical include BioMed’s PGut Premium ProbioticsTM, PGut Allergy ProbioticsTM, PGut SupremeSlim ProbioticsTM, PGut

Kids ProbioticsTM, and PGut Baby ProbioticsTM.

Under the terms of the ten-year distribution agreement, Impact BioMedical will have exclusive

rights to distribute the products within the United States, Canada, Singapore, Malaysia, and South Korea and non-exclusive distribution

rights in all other countries.

February 8, 2021, DSS Securities announced that it entered into a joint venture (“JV”) with Coinstreet Partners (“Coinstreet”),

a global decentralized digital investment banking group and digital asset financial service firm, and GSX Group (“GSX”),

a global digital exchange ecosystem for the issuance, trading, and settlement of tokenized securities, using its proprietary blockchain

The JV leverages the operational strengths and assets of three key leaders in their field, combining traditional capital market

experience, Fintech innovations, and business networks from three continents, North America, Europe, and Asia, to capitalize on unique

digital asset opportunities.

The JV reported that it intended to first pursue a digital securities exchange license in the US.

forward, this JV will be the key operational company building and operating a digital securities exchange that utilizes the GSX STACS

blockchain technology, serving corporate issuers and investors in the sector.

This JV is currently in the planning stages.

February 25, 2021, DSS Securities announced its acquisition of an equity interest in WestPark Capital, Inc.(“WestPark”) and

an investment in BMI Capital International LLC (“BMICI”).

DSS Securities executed two separate transactions that were designed

to grow the securities division by signing a binding note and stock exchange letter of intent to own 7.5% of the issued and outstanding

shares of WestPark and acquiring 24.9% of BMICI through a purchase agreement.

WestPark is a full-service investment banking and securities

brokerage firm which serves the needs of both private and public companies worldwide, as well as individual and institutional investors.

BMI is a private investment bank specializing in corporate finance advising, raising equity, and venture services, providing a global

“one-stop” corporate consultancy to listed companies.

From corporate finance to professional valuation, corporate communications

to event management, BMICI services companies in the US, Hong Kong, Singapore, Taiwan, Japan, Canada, and Australia.

March 1, 2021, Decentralized Sharing Systems, Inc.

(“Decentralized”) announced that it increased its investment in Sharing

Services Global Corporation (“Sharing Services” or “SHRG”), a publicly traded company dedicated to maximizing

shareholder value through the acquisition and development of innovative companies, products, and technologies in the direct selling industry,

through a $30 million convertible promissory note dated April 5, 2021.

Decentralized’s financing was made as an investment that

would help accelerate Sharing Services sales and growth, as well as international expansion, with the expectation that such capital reserves

would help make Sharing Services a dominant player in the global marketplace over the next two years.

It was reported that the new $30

million investment would have the potential to exponentially increase Sharing Services sales channels and substantially expand its product

portfolio, and to position Sharing Services to capitalize on consolidation and roll up opportunities of other direct selling companies.

In the joint announcement, Sharing Services reported that the additional funding would now allow it to accelerate its global expansion

with a direct focus on the Asian markets, and specifically in countries such as South Korea, Japan, Hong Kong, China, Singapore, Taiwan,

Thailand, Malaysia, and the Philippines.

In accordance with the April 5, 2021, convertible promissory note, SHRG issued to the Company

27,000,000 shares of its Class A Common Stock, including 15,000,000 shares in payment of the loan origination fee and 12,000,000 shares

in prepayment of interest for the first year.

On December 23, 2021, a wholly owned subsidiary of DSS entered into a Stock Purchase

and Share Subscription Agreement with SHRG, which provided for an investment of up to $3,000,000 by DSS into SHRG in exchange of an aggregate

of 50,000,000 shares of Class A Common Stock and warrants to purchase up to 50,000,000 shares of Class A Common Stock.

As of December

31, 2021, the Company held 141,450,978 class A common shares equating to a 57.7% ownership interest in SHRG with aggregate

fair value of the Company’s investment in SHRG at December 31, 2021, of approximately $12,731,000.

The Company, via

three (3) 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.

Fai Ambrose Chan, DSS’s Executive Chairman of the board of directors (joined the SHRG Board effective May 4, 2020), and Mr.

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

March 15, 2021, the Company, through one of its subsidiaries, DSS BioMedical International, Inc.

entered into a Stock Purchase Agreement

(the “Agreement”) with Vivacitas Oncology Inc.

(“Vivacitas”), to purchase 500,000 shares of its common stock

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

under the terms of the Agreement, the Company will be allocated two seats on the board of Vivacitas.

On March 18, 2021, the Company entered

into an agreement with Alset EHome International, Inc.

(“Seller”) to acquire the Seller’s wholly owned subsidiary Impact

Oncology PTE Ltd for the purchase price of $2,480,000 to effectively purchase ownership of 2,480,000 shares of common stock of Vivacitas.

This agreement includes an option to purchase an additional 250,000 shares of common stock.

As a result of these On April 21, 2021, the

Company announced its wholly owned subsidiary, Premier Packaging Corporation’s intentions to relocate from its current 48,000 square-foot

manufacturing facility from Victor, NY to a new 105,000 square-foot facility in the Town of Henrietta, NY approximately 15 miles from

its Victor location by the end of 2021.

In connection with this relocation, Premier Packaging has entered into an agreement to sell its

current Victor location and closed on this transaction on March 18, 2022.

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

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

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

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

Under the terms of this agreement, the Company has the option to purchase an additional

50.1% of the outstanding Class A Common Shares.

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

date the Sentinel Agreement, Sentinel has the option to sell the remaining 25% to the Company.

In consideration of purchase price investment

in Sentinel, the Company is entitled to an additional 50.1% of the net profits of Sentinel

May 19, 2021, the Company announced that its wholly owned subsidiary, DSS PureAir, Inc., a Texas corporation (“DSS PureAir”),

closed on a Securities Purchase Agreement with Puradigm LLC, a Nevada limited liability corporation (“Puradigm”).

to the terms of the Securities Purchase Agreement, DSS PureAir agreed to provide Puradigm a secured convertible promissory note in the

maximum principal amount of $5,000,000.00 (the “Puradigm Note”).

The Puradigm Note has a two-year term with interest at 6.65%

payable quarterly.

All, or part of the Puradigm Note principal balance can be converted at the sole discretion of DSS PureAir for up

to an 18% membership interest in Puradigm LLC.

The Puradigm Note is secured by all the assets of Puradigm under a security agreement

with Puradigm.

June 18, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE financed the purchase of a 40,000 square foot, 2.0

story, Class A+ multi-tenant medical office building located on a 13.62-acre site in Shelton, Connecticut (See Note 8).

This property

was appraised at approximately $7,150,000, of which $4,965,000 and $1,600,000 was allocated to the facility and land respectively.

Also include in the value of the property is $585,000 of intangible assets with an estimated useful life of approximately 4

Contained within the sale-purchase agreement for this facility, is a $1,500,000 earnout due to the seller if certain criteria

As of December 31, 2021, no liability has been recorded for this earnout as management determined it is currently remote.

November 4, 2021, AMRE LifeCare Portfolio, LLC.

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

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

These facilities are tenanted

and operated by LifeCare Hospitals, a specialty hospital operator with a focus on long-term acute and critical care.

The medical facilities

acquired by AMRE are currently under an 18-year lease with eleven years remaining and an option to renew for an additional five years.

These facilities have a total capacity of 195 hospital beds spanning a gross floor area of approximately 320,000 square feet.

This property

was appraised at approximately $61,601,000, of which $33,600,000 and $12,100,000 was allocated to the facility and land respectively.

Also include in the value of the property is $15,901,000 of intangible assets with estimated useful lives ranging from 1

On December 21, 2021, AMRE Winter Haven, LLC.

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

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

The purchase price has been allocated as $3,200,000, $1,000,000,

and $222,000 for the facility, land and site and tenant improvements respectively.

Also include in the value of the property is $29,000

of intangible assets with an estimated useful life of approximating 5 years.

All assets were allocated on a relative fair value basis.

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

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

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

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

price of $6.00 per share.

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

APB is organized for the purposes of

being a financial network holding company, focused providing commercial loans and on acquiring equity positions in (i) undervalued commercial

bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan,

Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication

services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management,

SPAC (special purpose acquisition company) consulting, and advisory capital raising services.

From this financial platform, the Company

shall provide an integrated suite of financial services for businesses that shall include commercial business lines of credit, land development

financing, inventory financing, third party loan servicing, and services that address the financial needs of the world Gig Economy.

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

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

purpose to operate a vehicle for private and institutional investors seeking a highly liquid investment fund with attractive risk adjusted

returns relative to market unpredictability and volatility.

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

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

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

LVAM executes within reliable platforms and broad market access

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

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

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

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

April 7th, 2021, the Company entered into a transfer and assignment agreement (“RIA Agreement”) between DSS Securities, Inc.

(“DSSS”) and AmericaFirst Capital Management, LLC (“Advisor”), a California limited liability company and the

registered investment advisor (“RIA”) to all the funds within the AmericaFirst Quantitative Funds Trust (“Trust”).

In September of 2021, with the approval of the Trust’s Board of Trustees and its shareholders, and with the consideration of $600,000

paid, DSSS became the new registered investment advisor to the Trust.

Upon the completion of the transfer, the Trust was renamed to the

DSS AmericaFirst Quantitative Trust.

The DSS AmericaFirst Quantitative Trust is a Delaware business trust established in 2012.

currently consists of 4 mutual funds managed by DSS Wealth Management, Inc.:

The DSS AmericaFirst Income Trends Fund, DSS AmericaFirst

Defensive Growth Fund, DSS AmericaFirst Risk-On Risk-Off Fund, and DSS AmericaFirst Large Cap Buyback Fund.

The funds seek to outperform

their respective benchmark indices by applying a quantitative rules-based approach to security selection.

The DSS AmericaFirst Quantitative

Funds is a suite of mutual funds managed by DSS Wealth Management, Inc.

that will expand into numerous investment platforms including

additional mutual funds, exchange-traded funds, unit investment trusts and closed-end funds.

We see substantial growth opportunities

in each of these platforms as we are committed to building and expanding upon an experienced distribution infrastructure.

For DSSS services

rendered in its role as RIA, the Trust shall pay a fee for each fund calculated as a percentage of the average daily net assets.

$600,000 consideration given is recorded as an Other intangible asset, net on the Consolidated Balance Sheet at December 31, 2021.

As the RIA Agreement has no defined period, this asset has been deemed an infinite life asset and no amortization has been taken.

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

a private placement.

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

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

portfolio, business competencies and geographic reach.

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

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

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

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

The Company, headquartered in Plano, Texas, was incorporated in the State of Nevada on April

24, 2015, and is an emerging growth company.

The Company’s Common Stock is traded, under the symbol “SHRG,” in the

OTCQB Market, an over-the-counter trading platforms market operated by OTC Markets Group Inc.

of COVID-19 Outbreak

COVID-19 pandemic has created global economic turmoil and has potentially permanently impacted how many businesses operate and how individuals

will socialize and shop in the future.

The effect of the economic shutdown has impacted our business lines differently, some more

severely than others.

In most cases, we believe the negative economic trends and reduced sales will recover over time.

Additionally,

it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in

the near term as a result of these conditions, including losses on inventory;

impairment losses related to goodwill and other long-lived

assets and current obligations.

OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2021 AND 2020

investment income

- For the year ended December 31, 2021, revenue increased 32% to approximately $20.3 million as compared to revenues of approximately

$15.4 million for the year ended December 31, 2020.

Printed products sales, which include sales of packaging and printing products, increased

19% in 2021 as compared to 2020.

The increases in sales were due primarily to the impact of the COVID-19 pandemic in 2020 as key customers

saw a decline in business.

In 2021, those key customers returned to pre-pandemic numbers.

Net investment income, Rental income and Management

fee income, $250,000, $1,203,000 and $24,000 respectively, represent new revenue streams for the Company and are associated with our

Securities and Commercial Lending business segments.

The Company’s Direct Marketing revenues increased 40% in 2021 as compared

to 2020 due primarily to increase sales in our Asian market.

Certain statements

contained herein this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995 (the “1995 Reform Act”).

Except for the historical information contained herein, this report contains

forward-looking statements (identified by words such as “estimate”, “project”, “anticipate”, “plan”,

“expect”, “intend”, “believe”, “hope”, “strategy” and similar expressions),

which are based on our current expectations and speak only as of the date made.

These forward-looking statements are subject to various

risks, uncertainties, and factors, that could cause actual results to differ materially from the results anticipated in the forward-looking

which was incorporated in the state of New York in May 1984, previously conducted its business under the name of Document Security Systems,

Inc On September 16, 2021, our board of

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

subsidiary, incorporated in August 2020, was created for the sole purpose of facilitating a transformational name change from

Document Security Systems, Inc.

This significant shift in our identity became official on September 30, 2021.

name change, DSS, Inc.

retained its trading symbol, “DSS,” and is currently trading under its CUSIP number to 26253C 201.

This change reflects not only our evolution as a company but also our commitment to adapting and growing in an ever-changing

business landscape.

(referred to herein as “DSS,” “we,” “us,” or “our”)

now operates across five distinct business lines, each with its own unique scope and presence on a global scale.

These business

lines encompass a wide range of industries and sectors, including:

Product Packaging:

Our involvement in product packaging represents our dedication to delivering innovative and sustainable packaging solutions that meet

the evolving needs of various markets.

Biotechnology:

the field of biotechnology, we are focused on pioneering scientific advancements and technologies that have the potential to transform

human healthcare and wellness.

Direct Marketing:

Our direct marketing endeavors involve strategic efforts to engage with customers and clients, providing tailored solutions and services

that enhance their experiences.

Commercial Lending:

We are actively engaged in commercial lending, offering a suite of financial services that cater to the unique needs of businesses, ranging

from commercial lines of credit to land development financing.

Securities and Investment Management:

In the world of securities and investment management, we aim to provide expertise and guidance to help our clients navigate the complexities

of the financial markets and achieve their investment goals.

Each of these business lines is at a

different stage of development, growth, and income generation, reflecting the diversity of our operations.

This multi-faceted approach

allows us to adapt to changing market conditions and explore new opportunities for expansion and success.

We are committed to our continued

evolution and to delivering value to our stakeholders across these diverse business lines.

The Company, initially incorporated in

the state of New York in May 1984, had historically conducted its business under the name Document Security Systems, Inc.

September 16, 2021, our board of directors approved an agreement and plan of merger with a

wholly owned subsidiary, DSS, Inc.

(incorporated in August 2020).

The primary purpose of this merger was to affect a name change from

Document Security Systems, Inc.

to DSS, Inc., which officially took effect on September 30, 2021.

This change did not affect

our trading symbol, which remained as “DSS,” and is currently trading under its CUSIP number to 26253C 201.

Business Lines and Global Presence:

Under the banner of DSS, Inc., we have

diversified our operations into nine distinct business lines, each with its own unique scope and geographical footprint.

These business

lines include:

Product Packaging:

Led by Premier Packaging

Corporation, Inc.

(“Premier”), a New York corporation, this segment specializes in paperboard and fiber-based folding carton

manufacturing, consumer product packaging, and document security printing.

Premier is headquartered in its newly established facility

in Rochester, NY, primarily serving the US market.

Biotechnology:

This business line is

dedicated to investing in or acquiring companies in the BioHealth and BioMedical fields, focusing on drug discovery, prevention, treatment

of various diseases, and open-air defense initiatives against infectious diseases.

Direct Marketing:

Operating under the

umbrella of Decentralized Sharing Systems, Inc.

(“Decentralized”), this division provides services to companies in the emerging

growth “Gig” business model of peer-to-peer decentralized sharing marketplaces.

It specializes in marketing and distributing

products and services across North America, Asia Pacific, Middle East, and Eastern Europe.

Commercial Lending:

American Pacific

Bancorp, Inc.

(“APB”) represents our banking and financing business line.

During 2023, APB issued more than $14 million in

new loans, and over $4 million in renewal loan to customers with strong credit quality across a diverse portfolio of businesses.

ahead, to better meet the needs of the current financial market, the company is looking to transition away form certain industries like

direct marketing and focus more on growing its inventory / equipment loan portfolio as well as engaging in more specialized areas of

lending like broker/dealer loans.

We will continue to monitor our managed loan portfolio of more than $6 million, which earns 1.25%

annually in service charges, and explore future opportunities.

Importantly, the equity portfolio as a bank holding company is anticipated

to remain relatively stable, regardless of stock market fluctuations.

Securities and Investment Management:

This division focuses on acquiring assets in the securities trading and management arena, including broker-dealers and mutual funds management.

It also oversees a real estate investment trust (REIT) that acquires hospitals and care centers.

Alternative Trading:

Established to acquire

assets and investments in the securities trading and funds management arena, this segment, in partnership with recognized global leaders,

intends to operate a blockchain-based Alternative Trading System (“ATS”) for digital asset securities, exempt from registration.

The ATS aims to provide T+0 settlement and foster liquidity for middle-market companies.

Digital Transformation:

This division

serves as a Preferred Technology Partner and Application Development Solution for mid-cap brands, enhancing marketing, communications,

and operational processes through custom software development.

Digital Transformation was headquartered in Hong Kong until its discontinuation

Secure Living:

Focused on creating fully

sustainable, secure, connected, and healthy living communities, this division designs advanced technology-infused, energy-efficient homes

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

Secure Living was headquartered in Houston, Texas, until it was wound down

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

farms to serve regional power grids and provide microgrids for independent energy.

The group is dedicated to environmentally

responsible and sustainable energy solutions.

Alset Energy was headquarters in Houston, Texas until its discontinuation

OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31,

December 31, 2023

(as restated)

Printed products

Rental income

Management fee income

Net investment income

Commission Revenue

Direct marketing

Total Revenue

- For the year ended December 31, 2023, revenue decreased 9% to approximately $25.9 million as compared to revenues

of approximately $28.4 million for the year ended December 31, 2022.

Printed products sales, which include sales of packaging and

printing products, increased 3% in 2023 as compared to 2022.

The increases in sales were due primarily to the addition of several

new customers during 2023 as well as key customers returned to pre-Covid 19 pandemic numbers.

Net investment income of $385,000 as

of December 31, 2023 decreased 39% from $630,000 as of December 31, 2022 due to a number of notes receivable deemed uncollectible

and impaired during 2023.

Rental income decreased 42% due a tenant at our AMRE LifeCare subsidiary not making rent payments.

Company’s Direct Marketing revenues decreased 42% in 2023 as compared to 2022 primarily to due to decreased sales in our HWH products worldwide.

Commission revenue, associated with Sentinel Brokers Company subsidiary, increase 458% due to consolidating

a full year of result in 2023 versus 1 month in 2022.

(as restated)

December 31, 2022

of revenue, exclusive of depreciation and amortization

general and administrative compensation

and amortization

based compensation

and marketing

and utilities

and development

operating expenses

costs and expenses

of revenue, exclusive of depreciation and amortization includes all direct costs of the Company’s printed products, including

its packaging and printing sales and its direct marketing sales, materials, direct labor, transportation, and manufacturing facility

In addition, this category includes all direct costs associated with the Company’s technology sales, services and licensing

including hardware and software that are resold, third-party fees, and fees paid to inventors or others as a result of technology licenses

or settlements, if any.

Costs of revenue increased 31% in 2021 as compared to 2020, primarily due the increase price of labor, paper

and other raw materials associated with our printing and packaging division as well as cost associated with direct marketing product

manufacturing and procurement.

general and administrative compensation costs, increased 81% in 2021 as compared to 2020, primarily due a bonus of approximately

$7.9 million accrued for Mr.

Heng Fai Ambrose Chan, in accordance with the terms of his employment contract as an executive

of the Company’s DSS Cyber Security Pte.

Ltd subsidiary as compared to $4.3 million accrued in 2020.

Chan is also the Company’s

largest shareholder and Chairman of the Board of Directors.

and amortization include the depreciation of machinery and equipment used for production, depreciation of office equipment and building

and leasehold improvements, amortization of software, and amortization of acquired intangible assets such as customer lists, trademarks,

non-competition agreements and patents, and internally developed patent assets.

Also included is the depreciation of the buildings acquired

and amortization of intangible assets included in real estate acquisitions made by our REIT business line.

Depreciation and amortization

expense increased by 305% during 2021, as compared to 2020, primarily due to beginning the amortization of the intangible assets

obtained as part of the Impact BioMedical acquisition in January 2021 (approximately $93,000 per month) and other acquisitions made

during 2021 as well as the 2020 expiration of the non-compete agreement with a former executive, and a large 10-year asset

becoming fully depreciated.

fees increased 73% in 2021 as compared to 2020, primarily due to an increase in legal fees associated with the direct marketing division,

due diligence fees, as well as costs associated with acquisitions.

(as restated)

Cost of revenue - printed products

Cost of revenue - securities

Cost of revenue – biotechnology

Cost of revenue – commercial lending

Cost of revenue – direct marketing

Cost of revenue – other

Sales, general and administrative compensation

Professional fees

Stock based compensation

Sales and marketing

Rent and utilities

Research and development

Other operating expenses

Total costs and expenses

of revenue includes all direct costs of the Company’s printed products, including its packaging and printing

sales and its direct marketing sales, materials, direct labor, transportation, and manufacturing facility costs.

In addition, this

category includes all direct costs associated with the Company’s technology sales, services and licensing including hardware

and software that are resold, third-party fees, and fees paid to inventors or others because of technology licenses or settlements,

Cost of revenue for our REIT line of business includes all direct cost associated with the maintenance and upkeep of the

related facilities, depreciation, amortization and the costs to acquire the facilities.

Our Commercial Lending operating segment has

costs of revenue associated with the impairment of notes receivable for those amounts at risk of collection.

Total costs of revenue

decreased 23% in 2023 as compared to 2022, primarily due to a decrease in cost of revenue within our printed products division, in

particular paper costs as well as cost associated with our REIT line of business, and the sale of our Asian direct marketing business line.

general and administrative compensation costs, decreased 14% in 2023 as compared to 2022, primarily due to the reduction of head count within our Direct Marketing business segment.

fees decreased 60% in 2023 as compared to 2022, primarily due to a decrease in legal fees associated with the direct marketing

segment, accounting fees, and due diligence fees related to potential acquisitions.

based compensation includes expense charges for all stock-based awards to employees, directors, and consultants.

Such awards include

option grants, warrant grants, and restricted stock awards.

Stock-based compensation costs decreased 72% in 2021 as compared to

2020 due to the expiration of several warrants and options during 2021.

Also, one-time stock grants that took place in 2020 to directors,

certain officers, and consultants with no similar offerings or grants in 2021.

and marketing costs, which includes internet and trade publication advertising, travel and entertainment costs, sales-broker commissions,

and trade show participation expenses, increased 33% during 2021 as compared to 2020, primarily due to increased direct marketing

distributor commissions as well as increased commissions incurred at our printing and packing division

and utilities increased 15% during 2021 as compared to 2020 due to a new lease in Houston, Texas.

include option grants, warrant grants, and restricted stock awards.

There was no stock based compensation during the year ended

December 31, 2023.

and marketing costs, which includes internet and trade publication advertising, travel and entertainment costs,

sales-broker commissions, and trade show participation expenses, decreased 29% during 2023 as compared to 2022, primarily due to

decreased direct marketing distributor commissions within our direct marketing line of business as

well as the sale of our HWH World Holdings subsidiary in June 2023.

and utilities decreased 19% during the year ended December 31, 2023, as compared to the same period in 2022 respectively,

primarily due to end of the lease in Tennessee for AMRE office space and California for the Company’s DSS Wealth Management

subsidiary as well as the deconsolidation of SHRG.

The Company rented additional space at our facility leased in Houston, Texas started during the 2022 as well as Premier

Packaging’s leased facility beginning in March 2022.

and development costs consist primarily of third-party research costs and consulting costs.

During the year ended December 31, 2023,

Research and development costs increased 414% as compared to the same period in 2020 primarily

due to the acquisition of Impact Biomedical, Inc.

in August of 2020 and the related costs for continued research and development of the

acquired product formulations as well as development of new technologies.

operating expenses consist primarily of equipment maintenance and repairs, office supplies, IT support, bad debt expense, insurance

costs, and corporate travel.

Other operating expenses increased 55% in 2021 as compared to 2020 primarily due to increased

software costs associated with enhancements to the Company’s ERP system as well as new software implement as part of the Company’s

Direct Marketing segment and increased D&O insurance.

Research and development costs decreased 9% as compared to the same period in 2022 primarily due to decrease in such activities

at our Impact Biomedical, Inc.

operating expenses consist primarily of equipment maintenance and repairs, office supplies, IT support, and insurance costs.

During the year ended December 31, 2023, other operating expenses increased 65% as compared to the same period in 2022, due primarily

to the reserves put against rent receivables at our AMRE subsidiary approximating $2.4 million.

Income and Expense

Income (Expense)

gain on investments

December 31, 2023

(as restated)

Interest income

Interest expense

Dividend Income

Loss on investments

Impairment of assets upon deconsolidation

Loss from equity method investment

Impairment of fixed assets

Impairment of real estate investments

Impairment of investment

Litigation loss

Impairment of goodwill

(30,978,000 )

gain from equity method investment

on extinguishment of debt

of deferred financing costs and debt discount

Provision for loan losses

Gain on extinguishment of debt

Loss on sale of assets

Total other expense

$ (54,239,000 )

income increased 6,503%, during the year ended December 31, 2021, as compared to the same period in 2020, due to interest

recognized on the Company’s money markets, notes receivable, and the accretion of the discount on convertible notes receivable.

expense increased 7% during the year ended December 31, 2021, as compared to the same period in 2020, due to increases in

debt balances.

income represents recognition of amortization of note origination fees.

gain on investments is recognized on the change in fair market value of warrants in SHRG ($8.9) million, Alset International

Limited ($1.9) million and other marketable securities ($1.2) million for the year 2021, as compared to SHRG $7.1 million on

related warrants, Alset International Limited $3.4 million and other marketable securities $0.1 million for the year 2020.

(Loss) gain from equity

method investment represents the Company’s prorated portion of earnings for its investments accounted for under the

equity method for the year ended December 31, 2021 and 2020.

on extinguishment of debt is associated funds received by AAMI in April 2020 from the SBA Paycheck Protection

Program of $116,000.

As of January 8, 2021, this note was forgiven in full.

debt discount decreased 100% during the year ended December 31, 2021, as compared to the same period in 2020, due to the balance

of debt issue costs being fully expensed in 2020.

$ (12,759,000 )

income is recognized on the Company’s money markets, and notes receivable identified in Note 5.

expense increased 339% year-over-year primarily due to the increase in debt at Premier Packaging during 2023 as well an increase

in interest rate associated with the debt at LVAM.

Dividend income

for the years ended December 31, 2023 and 2022 represent

dividends received on certain marketable securities owned by the Company.

income decreased 65% during the year 2023 as compared to 2022 and is driven by normal business operations.

on investments consists of net realized and unrealized losses on marketable securities which are recognized as the difference

between the purchase price and sale price of the common stock investment, and net unrealized losses on marketable securities which are

recognized on the change in fair market value on our common stock investment.

of assets upon deconsolidation is driven by the Company’s distribution of approximately 280 million shares of SHRG in May 2023

which resulted in a decrease in its ownership percentage of SHRG’s common stock from approximately 81% to 7%.

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

(loss) from equity method investment represents the Company’s prorated portion of earnings for its investments accounted

for under the equity method for the year ended December 31, 2023, and 2022.

Impairment of fixed assets

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

of investments in real estate At

December 31, 2023, the Company performed an assessment of the fair value of its AMRE LifeCare and AMRE Winter Haven properties and

determined an impairment was necessary.

loss represents the Company’s cost to settle its litigation with Maiden Biosciences litigation, which was settled, and

the Court’s December 20, 2022 judgment was vacated, and the case was dismissed with prejudice (see Note 18).

of goodwill during the 4 th quarter of 2023, the Company performed qualitative and quantitative assessments of the

goodwill value associated with its APB and Sentinel subsidiaries and determined that as of December 31, 2023 both assets required

At December 31, 2023, the Company fully impaired the value of APB and Sentinel goodwill of approximately $29,744,000 and

$1,234,000, respectively.

for loan losses during the year ended December 31, 2023, the Company reviewed the entire loan portfolio and determined specific loans

required an allowance for credit losses.

on extinguishment of debt During the three months ended June 30, 2022, AAMI $110,000 SBA Paycheck Protection Program

was forgiven in full.

on sale of assets is driven by the Company’s loss on the sale of equity of HWH Holdings Inc and loss on sale of assets

of HWH World as identified in Note 8.

and Capital Resources

Company has historically met its liquidity and capital requirements primarily through the sale of its equity securities and debt financings.

Company has historically met its liquidity and capital requirements primarily through the sale of its equity securities

and debt financing.

As of December 31, 2023, the Company had cash of approximately $6.6 million.

2 unchanged sentences

In addition, the Company believes that it will have access to sources of capital from the sale of its equity securities and debt

Cash Flow - During 2021, the Company expended approximately $9.0 million for operations, which generally reflected

by fluctuations in accounts receivable, inventory, and prepaid and other current assets, accrued expenses and other liabilities.

Cash Flow - During 2021, the Company expended approximately $122.0 million in investing activities.

This includes $56.8 million in

investments in real estate associated with its REIT business line.

In addition, the Company expended approximately $21.5

million on purchases of investments and marketable securities, $18.1 million on the purchase of intangible assets and $11.6 million on investments in

notes receivable.

Cash Flows - During 2021, the Company generated $179.2 million from financing activities, which includes $121.7

million from new issuances of common stock and $60.8 million from the borrowings of long-term debt.

This is offset by principal

payments on debt of approximately $1.9 million.

Flow from Operating Activities

cash used by operating activities was approximately $19.2 million for the year ended December 31, 2023 as compared to approximately

$27.0 million for the year ended December 31, 2022.

This decrease is driven by a decrease in net loss from operations with

adjustments to reconcile net loss from operations to net

cash used by operating activities of approximately $30.8 million year over year, offset by increase in payments of accrued

expenses of approximately $20.1 million and accounts payable of $1.8 million year over year.

Flow from Investing Activities

cash provided by investing activities was approximately $8.9 million for year ended December 31, 2023 as compared to net cash used

approximately $18.0 million for the year ended December 31, 2022.

During the year ended December 31, 2022, we purchased $2.3 million

in property, plant, and equipment, $14.9 million of marketable securities, and issued $3.6 million in new notes receivable.

comparison, the Company sold $9.5 million in marketable securities and issued $1.0 million in new notes receivable for the year

ended December 31, 2023.

Flow from Financing Activities

cash used by financing activities was approximately $2.4 million for the year ended December 31, 2023 as compared to net cash provided $7.6 million

for the year ended December 31, 2022.

During the year ended December 31, 2022, we borrowed $9.6 million of long-term debt as compared

to $1.8 million during the year ended December 31, 2023.

Operations and Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.

These consolidated

financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might

be necessary should we be unable to continue as a going concern.

While the Company has approximately $6.6 million in cash, the Company

has incurred operating losses as well as negative cash flows from operating and investing activities over the past two years.

from its $6.6 million in cash as of December 31, 2023, the Company believes it can continue as a going concern, due to its ability

to generate operating cash through the sale of its $10.0 million of Marketable Securities, and the anticipated receipts of principal

and interest on its Notes receivable of approximately $8.8 million through December 31, 2024.

The Company has also taken steps to

sell its real estate holdings in Utah, Texas, Pennsylvania, and Florida.

These properties approximate $51.6 million in assets and

are identified on the accompanying balance sheet as Held for sale.

In addition, the Company has taken steps, and will continue to

take measures, to materially reduce the expenses and cash burn at all corporate and business line levels.

Although there are no

assurances, we believe the above would allow us to fund our nine business lines current and planned operations for the twelve months

from the filing date of this Annual Report.

Based on this, the Company has concluded that substantial doubt of its ability to

continue as a going concern has been alleviated.

Sheet Arrangements

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

statements, revenues or expenses.

our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of

operations during 2021 or 2020 as we are generally able to pass the increase in our material and labor costs to our customers or absorb

them as we improve the efficiency of our operations.

We do not have any

off-balance sheet arrangements that have, or are reasonably likely to have, an effect on our financial condition, financial statements,

revenues or expenses.

Although our operations

are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during

2023 or 2022 as we are generally able to pass the increase in our material and labor costs to our customers or absorb them as we improve

the efficiency of our operations.

Accounting Policies

preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the U.S.

GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial

statements and accompanying notes.

The Company’s consolidated financial statements for the fiscal year ended December 31, 2021

describe the significant accounting policies and methods used in the preparation of the consolidated financial statements.

Value of Financial Instruments - Fair value is defined as the price that would be received to sell an asset or paid to

transfer a liability in an orderly transaction between market participants at the measurement date.

The Fair Value Measurement Topic

of the FASB ASC establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value.

The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and

the lowest priority to unobservable inputs (Level 3 measurements).

The preparation of

financial statements and related disclosures in conformity with U.S.

GAAP requires management to make judgments, assumptions and estimates

that affect the amounts reported in our financial statements and accompanying notes.

The financial statements as of December 31, 2023,

describe the significant accounting policies and methods used in the preparation of the financial statements.

There have been no material

changes to such critical accounting policies as of the Annual Report on Form 10-K/A for the year ended December 31, 2022.

For Loans and Lease Losses

On January 1, 2022,

the Company adopted amended accounting guidance “ ASU

No.2016-13 – Credit Losses” which requires an allowance for credit losses to be deducted from the amortized cost

basis of financial assets to present the net carrying value at the amount that is expected to be collected over the contractual term

of the asset considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect

the collectability of the reported amount.

In estimating expected losses in the loan and lease portfolio, borrower-specific financial

data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period.

Assumptions and

judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine

the borrowers’ abilities to repay obligations.

After the forecast period, the Company utilizes longer-term historical loss experience

to estimate losses over the remaining contractual life of the loans.

Prior to 2022, the allowance for credit losses represented the amount

that in management’s judgment reflected incurred credit losses inherent in the loan and lease portfolio as of the balance sheet

Value of Financial Instruments

Fair value is defined

as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date.

The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities

(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

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

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

carrying amounts reported in the balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued

● Level 1, defined as observable

inputs such as quoted prices for identical instruments in active markets.

● Level 2, defined as inputs other

than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments

in active markets or quoted prices for identical or similar instruments in markets that are not active;

● Level 3, defined as unobservable

inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived

from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying amounts

reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued

expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.

2 unchanged sentences

The fair value of notes receivable approximates their carrying value as the stated

or discounted rates of the notes do reflect recent market conditions.

The fair value of revolving credit lines notes payable and long-term

debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions.

The fair value

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

– Investments in equity securities with a readily determinable fair value, not accounted for under the equity method, are

recorded at that value with unrealized gains and losses included in earnings.

For equity securities without a readily determinable fair

value, the investment is recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the

same or similar securities, with unrealized gains and losses included in earnings.

equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below

If there is a decline that is other-than-temporary, the investment is written down to fair value.

See Note 7 for further

discussion on investments.

Party Liabilities - On April 1, 2020 the Company’s HWH World, Inc subsidiary has a service agreement with HWH Korea, a

subsidiary of Alset International Limited (“Alset Intl.”) (formally Singapore eDevelopment Limited).

The Chairman of the

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

Chan is also the majority

shareholder of Alset Intl as well as the largest shareholder of the Company, beneficially owning approximately 31.3% of DSS.

Company also owns approximately 127,179,000 shares of Alset Intl, a company publicly listed on the Singapore Exchange Limited.

agreement will allow HWH Korea to utilize the Company’s merchant account in connection with their direct marketing network with

periodic remittance of the cash collected to them for a fee of 2.5% of amounts collected.

As of December 31, 2021, the Company had collected

approximately $0 as compared to $1,100,000 as of December 31, 2020, on behalf of HWH Korea, which is included in Accrued expenses and

deferred revenue on the consolidated balance sheet.

There were no amounts outstanding to this related party at December 31, 2021.

- The Company recognizes its products and services revenue based on when the title passes to the customer or when the service

is completed and accepted by the customer.

Revenue is measured as the amount of consideration the Company expects to receive in exchange

for shipped product or service provided.

Sales and other taxes billed and collected from customers are excluded from revenue.

recognizes rental income associated with its REIT, net of amortization of favorable/unfavorable lease terms relative to market, and includes

rental abatements and contractual fixed increases attributable to operating leases, where collection has been considered probable, on

a straight-line basis over the term of the related lease.

The Company recognizes management fee income from its investment banking line

of business as interest owed to the Company occurs.

The Company generates revenue from its direct marketing line of business primarily

through internet sales and recognizes revenue as items are shipped.

of December 31, 2021, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater

than one year.

Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and

future expected timing of revenue recognition for transaction price allocated to remaining performance obligations.

The Company elected

the practical expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products

as an incremental cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization

period of the asset that the Company would have otherwise recognized is one year or less.

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

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

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

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

Under this guidance,

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

asset or a group of similar identifiable assets.

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

If the threshold is not met, the

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

that together significantly contribute to the ability to create outputs.

See Note 8 regarding the acquisitions.

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

Under the guidance, the

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

are expensed as incurred.

or discounted rates of the notes do not reflect recent market conditions.

The fair value of revolving credit lines notes payable and

long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions.

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

Investments in equity

securities with a readily determinable fair value, not accounted for under the equity method, are recorded at that value with unrealized

gains and losses included in earnings.

For equity securities without a readily determinable fair value, the investment is recorded at

cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized

gains and losses included in earnings.

For equity method

investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value.

there is a decline that is other-than-temporary, the investment is written down to fair value.

See Note 9 for further discussion on investments.

The Company recognizes

its revenue based on when the title passes to the customer or when the service is completed and accepted by the customer.

measured as the amount of consideration the Company expects to receive in exchange for shipped product or service provided.

other taxes billed and collected from customers are excluded from revenue.

The Company recognizes rental income associated with its REIT,

net of amortization of favorable/unfavorable lease terms relative to market and includes rental abatements and contractual fixed increases

attributable to operating leases, where collection has been considered probable, on a straight-line basis over the term of the related

The Company recognizes net investment income from its investment banking line of business as interest owed to the Company occurs.

The Company generates revenue from its direct marketing line of business primarily through internet sales and recognizes revenue as items

As of December 31,

2023, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year.

Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and future expected

timing of revenue recognition for transaction price allocated to remaining performance obligations.

The Company elected the practical

expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental

cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period

of the asset that the Company would have otherwise recognized is one year or less.

May 4, 2023, the Company distributed approximately 280 million shares of Sharing Service Global Corporation (“SHRG”), beneficially

held by the Company, in the form of a dividend to the shareholders of the Company’s common stock.

Upon completion of this distribution,

the Company retained an ownership interest in SHRG of approximately 7%.

Effective May 1, 2023, SHRG was deconsolidated from the consolidated

financial statements (the “Deconsolidation”).

The consolidated statement of operations does not include SHRG activity after

April 30, 2023 and the assets and liabilities of SHRG are no longer included within the Company’s consolidated balance sheet.

deconsolidation of SHRG is a strategic shift, as a significant portion of the Direct Marketing line of business was eliminated.

the Decentralized Sharing Systems part of the business will continue to provide these services, SHRG was a significant portion of this

segment as it made up approximately 47% and 20%, respectively, of the total DSS revenue in 2022 and 2023.

Accordingly, the Company has

applied discontinued operations treatment for this deconsolidation as required by Accounting Standards Codification 205—Discontinued

The major classes of assets and liabilities of SHRG are classified as Discontinued Operations on the Consolidated Balance

Sheets and the operating results of the discontinued operations is reflected on the Consolidated Statements of Operations as Loss from

Discontinued Operations.

Business combinations

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

Under the guidance, the assets and

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

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

If the fair value

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

The application

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

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

Direct acquisition-related costs

are capitalized as a component of the acquired assets.

If the fair value of the assets

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

The application of business

combination accounting requires the use of significant estimates and assumptions.

Acquisition of assets are recorded

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

Direct acquisition-related costs are expensed as incurred.

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

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

Tangible and intangible assets include

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

(if applicable).

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

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

capitalization rates and available market information.

Operations – On April 20, 2020, the Company executed a nonbinding letter of intent with a perspective buyer for the sale

of certain assets of its plastic printing business line, which it operated under Plastic Printing Professionals, Inc.

(“DSS Plastics”),

a wholly owned subsidiary of the Company.

That sale was consummated and closed on August 14, 2020.

The remaining assets of DSS Plastics

were either sold, separately disposed, or retained by other existing DSS businesses lines.

Accordingly, the operations of DSS Plastics

have been discontinued.

Based on the magnitude of DSS Plastics’ historical revenue to the Company and because the Company has exited

the production of laminated and surface printed cards, this sale represented a significant strategic shift that has a material effect

on the Company’s operations and financial results.

Accordingly, the Company has applied discontinued operations treatment for this

sale as required by Accounting Standards Codification 210-05—Discontinued Operations.

The major classes of assets and liabilities

of DSS Plastics are classified as Held For Sale – Discontinued Operations on the Consolidated Balance Sheets and the operating

results of the discontinued operations is reflected on the Consolidated Statements of Operations as Loss from Discontinued Operations.

May 7, 2021, the Company completed the sale of 100% of the capital stock of DSS Digital Inc.

(“DSS Digital”), the Company’s

wholly owned subsidiary, which researched, developed, marketed, and sold the Company’s digital products worldwide.

magnitude of DSS Digital’s historical revenue to the Company and because the Company has exited the brand authentication services,

functional anti-counterfeiting technology and technologies to satisfy commercial and consumer product needs for branding, intelligent

packaging, and marketing, this sale represented a significant strategic shift that has a material effect on the Company’s operations

and financial results.

Accordingly, the Company has applied discontinued operations treatment for this sale as required by Accounting

Standards Codification 210-05—Discontinued Operations.

The allocation of the purchase price is an area

that requires judgment and significant estimates.

Tangible and intangible assets include land, building and improvements, furniture,

fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable).

Acquisition-date fair values

of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods

like those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information.

7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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/A

Item 7. Management’s Discussion and Analysis