Dss, Inc 10-K/A for FY2021

Dss, Inc. (DSS)

10-K/A 2022-08-17 For: 2021-12-31

Added on April 10, 2026

About this 10-K/A

Dss, Inc filed this 10-K/A on August 17, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $20.28M; up 31.9% from $15.37M a year earlier
Net loss: $33.12M; compared with net income of $1.9M a year earlier

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Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.02 per share		DSS		NYSE American LLC

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☒	Smaller Reporting Company ☒
	Emerging growth company ☐

PART I

ITEM 1	BUSINESS	3
ITEM 1A	RISK FACTORS	17
ITEM 1B	UNRESOLVED STAFF COMMENTS	24
ITEM 2	PROPERTIES	24
ITEM 3	LEGAL PROCEEDINGS	24
ITEM 4	MINE SAFETY DISCLOSURES	24

PART II

ITEM 5	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	24
ITEM 6	SELECTED FINANCIAL DATA	25
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	36
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	73
ITEM 9A	CONTROLS AND PROCEDURES	73
ITEM 9B	OTHER INFORMATION	74

PART III

ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	75
ITEM 11	EXECUTIVE COMPENSATION	82
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	85
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	89
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	91

PART IV

ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	92
ITEM 16	FORM 10-K SUMMARY	93
	SIGNATURES	94

	1.	Product Packaging,
	2.	Biotechnology,
	3.	Direct Marketing,
	4.	Commercial Lending,
	5.	Securities and Investment Management,
	6.	Alternative Trading,
	7.	Digital Transformation,
	8.	Secure Living, and
	9.	Alternative Energy

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

	●	LineBacker: Multi-faceted therapeutic platform for metabolic, neurologic, cancer, and infectious diseases.

	●	Equivir: A polyphenol compound that is believed to be successful in antiviral infection treatments. Equivir/Nemovir technology is a novel blend of FDA Generally Recognized as Safe (“GRAS”) eligible polyphenols (e.g., Myricetin, Hesperetin, Piperine) which have demonstrated antiviral effects with additional potential application as health supplements or medication. Polyphenols are sourced from fruits, vegetables, and other natural substances. Myricetin is a member of the flavonoid class of polyphenolic compounds with antioxidant properties. Hesperitin is a flavanone and Piperine is an alkaloid, commonly found in black pepper.

	●	Procombin: Applications as food additive, and natural preservative for beauty and person care products as well as natural food preservative.

	●	VanXin: Food preservative booster made up of polyphenols that extend the shelf life.

	●	Bioplastics: Advanced bio-compatible plastics that mitigate accumulation of plastics in oceans and landfills and provide UVA and UVB protection for many types of material for including containers, hard surfaces, and fibers for clothing. The technology is presently in development and testing antimicrobial plastics for consumer products that control the spread of active pathogens such as SARS-CoV-2, Influenza, E. coli, Staph, and Rhinovirus, by exploiting key strategies found in the biological realm. These new plastics are specifically focused on solutions for common products such as cups, plates, utensils, plastic bags, and countertops. The first prototypes are currently undergoing antimicrobial resistance testing.

	●	Laetose: Laetose technology is derived from a unique combination of sugar and inositol, which demonstrates the ability to inhibit the inflammatory and metabolic response of sugar alone. A sugar alternative which is believed to lower human glycemic indexes and is believed to be a breakthrough alternative sugar aimed to combat diabetes. The use of Laetose in a daily diet, compared to sugar, could result in 30% lower sugar consumption and lower glycemic index/load.

	●	3F: A botanical compound believed to serve as an insect repellent and anti-microbial agent. 3F is a unique formulation of specialized ingredients (e.g. terpenes) from botanical sources with demonstrated effect as an insect repellent and an antimicrobial.

	●	3F Mosquito Repellent: 3F repellent contains botanical ingredients that mosquitos avoid. These ingredients are scientifically proven1 to affect the mosquito’s receptors, essentially making the insect blind to a human’s presence. This can be utilized as a stand-alone repellent or as an additive in detergents, lotions, shampoo, and other substances to provide mosquito protection.

	●	3F Antimicrobial: 3F antimicrobial contains botanical ingredients known to kill viruses. These ingredients are scientifically proven to inhibit viral replication. This can be utilized as a stand-alone antimicrobial or as an additive in detergents, lotions, shampoo, fabrics, and other substances.

	●	Quantum: The solution to the Patent Cliff accomplished by creating a new class of medicinal chemistry that uses advanced methods to increase effectiveness and persistence of natural compounds and existing drugs. The safety attributes of the original molecules are maintained. Typically, drug discovery processes modify functional groups. Quantum’s new techniques alter behavior of molecules at the sub-molecular level. It is estimated that 65% of the World Health Organization Essential Medicines List can be improved and re-patented using Quantum and these methods can be used to enhance and patent natural compounds including many substances used in traditional medicines around the world.

	●	CRST 1: Advanced adjuvant for next generation vaccine applications.

	●	Keto Sweet: Sugar that prevents muscular atrophy.

	●	Solarin: Oral capsule able to prevent sun damage to human skin.

	●	Therapix (license): BioHealth has a license for cannabinoid technology for neurological pain, sleep apnea disorders with RX/OTC potential.

	●	Bio Med (license): A probiotic gut health product that helps to regulate many physiological functions, ranging from energy regulation and cognitive processes to toxin neutralization and immunity against pathogens.

	●	REIT Management Fund: In March 2020, DSS Securities formed AMRE (“American Medical REIT”) and its management company AAMI (“AMRE Asset Management, Inc.) Through AAMI/AMRE, a medical real estate investment trust, fulfills community needs for quality healthcare facilities while enabling care providers to allocate their capital to growth and investment in their contemporary clinical and critical care businesses. Urban and suburban communities are in need of modern healthcare facilities that provide a range of medical outpatient services. The funds ultimate product is an investor opportunity in a managed medical real estate investment trust.

	●	Real Estate Title Services: Alset Title Company, Inc. provides buyers, sellers, and brokers alike confidence during big real estate transactions, not just in a transaction, but in the property itself. Through bundled services, Alset Title Company, Inc. provides it all from title searches and insurance to escrow agent assistance.

	●	Sentinel: Sentinel primarily operates as a financial intermediary, facilitating institutional trading of municipal and corporate bonds as well as preferred stock, and accelerates the trajectory of the DSS digital securities business.

	●	WestPark: 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: 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, BMI services companies in the US, Hong Kong, Singapore, Taiwan, Japan, Canada, and Australia.

	●	DSS AmericaFirst: DSS AmericaFirst is a suite of mutual funds managed by DSS Wealth Management. DSS AmericaFirst expects to expand into numerous investment platforms including additional mutual funds, exchange-traded funds, unit investment trusts, and closed-end funds. DSS AmericaFirst currently consists of four mutual funds that seek to outperform their respective benchmark indices by applying a quantitative rules-based approach to security selection.

	●	$230,000 unsecured promissory note between AMRE and LiquidValue Asset Management Pte Ltd. The note calls for interest to be paid annually on March 2 with interest fixed at 8.0% and matures on March 2, 2022. The holder is a related party owned by the Chairman of the Company’s board of directors.

	●	$111,000 under the Paycheck Protection Program for AMRE, which was established as part of CARES Act, and provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. This loan calls for interest of 1.0% and has a maturity date of March 16, 2026.

	●	$203,000 unsecured promissory note between AMRE and LiquidValue Asset Management Pte Ltd. The note calls for interest to be paid annually on October 29 with interest fixed at 8.0% and matures on October 29, 2024. The holder is a related party owned by the Chairman of the Company’s board of directors.

	●	$3,339,000 master loan and security agreement between Premier and Bank of America, N.A (“BOA Note”). The aggregate principal balance outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing. At closing, the interest rate shall be fixed for the duration of the Loan.

	●	$5,045,000 loan agreement (“Shelton Agreement”) between AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, with Patriot Bank, N.A. (“Patriot Bank”). The Shelton Agreement contains monthly payments of principal and an initial interest 4.25%, matures on July 1, 2031, and has a balloon payment due at term end.

	●	$3,000,000 loan agreement with BMIC (“BMIC Loan”), between LVAM and BMIC with interest to be charged at a variable rate to be calculated at the maturity date. The BMIC Loan matures on October 12, 2022 and contains an auto renewal period of three months.

	●	$39,448,000, net of deferred financing costs, loan agreement (“LifeCare Agreement”) between AMRE LifeCare Portfolio, LLC (“AMRE LifeCare”) a subsidiary of AMRE, and Pinnacle Bank (“Pinnacle”). The LifeCare Agreement has a variable interest rate that shall not fall below 4.28% and matures on November 2, 2023, but can be extended to November 2, 2024.

	●	patent applications we may file may not result in issued patents or may take longer than we expect to result in issued patents;

	●	we may be subject to interference proceedings;

	●	we may be subject to opposition proceedings in the U.S. or foreign countries;

	●	any patents that are issued to us may not provide meaningful protection;

	●	we may not be able to develop additional proprietary technologies that are patentable;

	●	other companies may challenge patents issued to us;

	●	other companies may design around technologies we have developed; and

	●	enforcement of our patents may be complex, uncertain and very expensive.

	Restricted stock to be issued upon vesting		Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance (under equity compensation Plans (excluding securities reflected in column (a & b))

Plan Category		(a)		(b)		(c)		(d)
Equity compensation plans approved by security holders
2013 Employee, Director and Consultant Equity Incentive Plan - options		-		11,930	$	218.39		-

2013 Employee, Director and Consultant Equity Incentive Plan - warrants		-		3,556	$	30.00		-
2020 Employee, Director and Consultant Equity Incentive Plan		-		-	$	-		483,125

Total		-		15,486	$	175.13		483,125

	Year ended December 31, 2021		Year ended December 31, 2020		% Change
Revenue
Printed products	$	15,539,000	$	13,040,000		19	%
Rental income		1,203,000		-		NA
Management fee income		24,000		-		NA
Net investment income		250,000		-		NA
Direct marketing		3,259,000		2,326,000		40	%

Total Revenue	$	20,275,000	$	15,366,000		32	%

	Year ended December 31, 2021		Year ended December 31, 2020		% Change
		(as restated)
Cost of revenue, exclusive of depreciation and amortization	$	14,390,000	$	11,009,000		31	%
Sales, general and administrative compensation		12,764,000		7,053,000		81	%
Depreciation and amortization		4,322,000		1,068,000		305	%
Professional fees		5,774,000		3,343,000		73	%
Stock based compensation		46,000		163,000		-72	%
Sales and marketing		3,579,000		2,700,000		33	%
Rent and utilities		240,000		208,000		15	%
Research and development		1,080,000		210,000		414	%
Other operating expenses		1,608,000		1,040,000		55	%

Total costs and expenses	$	43,803,000	$	26,794,000		63	%

	Page

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 76)	37

Consolidated Financial Statements:

Consolidated Balance Sheets	39

Consolidated Statements of Operations and Comprehensive Income (Loss)	40

Consolidated Statements of Cash Flows	41

Consolidated Statements of Changes in Stockholders’ Equity	42

Notes to the Consolidated Financial Statements	43

-		Review management’s process for developing the fair value estimates.
-		Evaluating the market indicators used by management in developing their fair value estimates.
-		Review the completeness and accuracy of underlying data used in the fair value estimates.
-		Utilized an internal valuation specialist to evaluate:
	-	The methodologies used and whether they were acceptable for the underlying assets or operations and being applied correctly,
	-	The appropriateness of the discount rate used by recalculating the weighted average cost of capital, and
	-	The qualification of third-party valuation specialists engaged by the Company based on their credentials and experience.

	2021			2020
	(as restated)

ASSETS
Current assets:
Cash and cash equivalents	$	56,595,000		$	5,183,000
Accounts receivable, net		5,673,000			3,589,000
Inventory		8,261,000			1,955,000
Assets held for sale - discontinued operations		-			531,000
Current portion of notes receivable		6,310,000			-
Prepaid expenses and other current assets		3,466,000			1,192,000
Total current assets		80,305,000			12,450,000

Property, plant and equipment, net		17,674,000			4,100,000
Investment in real estate, net		56,374,000			-
Other investments		11,001,000			1,788,000
Investment, equity method		1,080,000			12,234,000
Marketable securities		14,172,000			9,136,000
Notes receivable		5,878,000			537,000
Non-current assets held for sale - discontinued operations		-			790,000
Other assets		489,000			384,000
Right-of-use assets		498,000			182,000
Goodwill		56,606,000			26,862,000
Other intangible assets, net		38,630,000			23,456,000
Total assets	$	282,707,000		$	91,919,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	1,920,000		$	1,457,000
Accrued expenses and deferred revenue		21,180,000			5,260,000
Other current liabilities		402,000			1,435,000
Current Liabilities held for sale - discontinued operations		-			275,000
Current portion of lease liability		393,000			167,000
Current portion of long-term debt, net		3,916,000			278,000
Total current liabilities		27,811,000			8,872,000

Long-term debt, net		55,711,000			1,976,000
Long term lease liability		120,000			15,000
Non-current liabilities held for sale - discontinued operations		-			505,000
Other long-term liabilities		880,000			507,000
Deferred tax liability, net		-			3,499,000

Commitments and contingencies (Note 10)		-

Stockholders’ equity
Preferred stock, $.02 par value; 47,000 shares authorized, shares issued and outstanding (43,000 on December 31, 2020); Liquidation value $1,000 per share, $ aggregate. $43,000,000 on December 31, 2020).		-			1,000
Common stock, $.02 par value; 200,000,000 shares authorized, 79,745,886 shares issued and outstanding (5,836,000 on December 31, 2020)		1,594,000			116,000
Additional paid-in capital		294,685,000			174,380,000
Non-controlling interest in subsidiary		36,409,000			3,430,000
Accumulated deficit		(134,503,000	)		(101,382,000	)
Total stockholders’ equity		198,185,000			76,545,000

Total liabilities and stockholders’ equity	$	282,707,000		$	91,919,000

	2021			2020
	(as restated)
Revenue:
Printed products	$	15,539,000		$	13,040,000
Rental income		1,203,000			-
Management fee income		24,000			-
Net investment income		250,000			-
Direct marketing		3,259,000			2,326,000
Total revenue		20,275,000			15,366,000

Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization		14,390,000			11,009,000
Selling, general and administrative (including stock-based compensation)		25,091,000			14,717,000
Depreciation and amortization		4,322,000			1,068,000
Total costs and expenses		43,803,000			26,794,000
Operating loss		(23,528,000	)		(11,428,000	)

Other income (expense):
Interest income		4,556,000			69,000
Other income		825,000			1,000
Interest expense		(196,000	)		(183,000	)
Gain on extinguishment of debt		116,000			622,000
(Loss)/gain on equity method investment		(9,939,000	)		604,000
(Loss) gain on investments		(12,035,000	)		10,609,000
Amortization of deferred financing costs and debt discount		-			(8,000	)
(Loss) income from continuing operations before income taxes		(40,201,000	)		286,000

Income tax loss		4,032,000			1,774,000
(Loss) income from continuing operations		(36,169,000	)		2,060,000
Income (loss) from discontinued operations, net of tax		2,129,000			(641,000	)
Net (loss) income		(34,040,000	)		1,419,000

Loss from continuing operations attributed to noncontrolling interest		921,000			480,000

Net (loss) income attributable to common stockholders		(33,119,000	)		1,899,000

Earnings per common share:
Basic	$	(0.68	)	$	0.72
Diluted	$	(0.68	)	$	0.42

Earnings per common share - discontinued operations:
Basic	$	0.04		$	(0.18	)
Diluted	$	0.04		$	(0.11	)

Shares used in computing loss (earnings) per common share:
Basic		51,525,746			3,548,421
Diluted		51,525,746			6,019,207

	Shares		Amount		Shares			Amount			Capital			Subsidiary			Deficit			Total
	Common Stock				Preferred Stock						Additional Paid-in			Non- controlling Interest in			Accumulated
	Shares		Amount		Shares			Amount			Capital			Subsidiary			Deficit			Total

Balance, December 31, 2020		5,836,000	$	116,000		43,000		$	1,000		$	174,380,000		$	3,430,000		$	(101,382,000	)	$	76,545,000

Issuance of common stock, net		67,340,000		1,347,000		-			-			120,433,000			-			-			121,780,000
Conversion of preferred stock		6,570,000		131,000		(43,000	)		(1,000	)		(130,000	)		-			-			-
Stock based payments, net of tax effect		-		-		-			-			2,000			-			-			2,000
Acquisition of American Pacific Bancorp		-		-		-			-			-			33,097,000			-			33,097,000
Acquisition of Sharing Services Global Corporation		-		-		-			-			-			803,000			-			803,000
Acquisition of Impact Biomedical, Inc.
Acquisition of Impact Biomedical, Inc., shares
Net loss		-		-		-			-			-			(921,000	)		(33,119,000	)		(34,040,000	)
Balance December 31, 2021 (as restated)		79,746,000	$	1,594,000		-		$	-		$	294,685,000		$	36,409,000		$	(134,503,000	)	$	198,185,000

Balance, December 31, 2019		1,206,000	$	24,000		-			-		$	115,560,000			-		$	(103,281,000	)	$	12,303,000

Issuance of common stock, net		3,434,000		68,000		-			-			20,127,000			-			-			20,195,000
Conversion of preferred stock		663,000		13,000		(4,000	)		-			(13,000	)		-			-			-
Stock based payments, net of tax effect		50,000		1,000		-			-			397,000			-			-			398,000
Acquisition of Impact Biomedical, Inc.		483,000		10,000		47,000			1,000		$	38,309,000			3,911,000			-			42,231,000
Net (loss) income		-		-		-			-			-			(480,000	)		1,899,000			1,419,000
Balance December 31, 2020		5,836,000	$	116,000		43,000		$	1,000		$	174,380,000		$	3,430,000		$	(101,382,000	)	$	76,545,000

	As Previously Reported			Adjustments			As Restated
Consolidated Balance Sheets as of December 31, 2021
Inventory	$	10,380,000		$	(2,119,000	)	$	8,261,000
Total current assets		82,424,000			(2,119,000	)		80,305,000
Total assets		284,826,000			(2,119,000	)		282,707,000
Accumulated deficit		(132,384,000	)		(2,119,000	)		(134,503,000	)
Total stockholders’ equity		200,304,000			(2,119,000	)		198,185,000
Total liabilities and stockholders’ equity		284,826,000			(2,119,000	)		282,707,000
Consolidated Statements of Operations Income (Loss) for the year ended December 31, 2021
Cost of revenue, exclusive of depreciation and amortization	$	12,271,000		$	2,119,000		$	14,390,000
Total costs and expenses		41,684,000		$	2,119,000			43,803,000
Operating loss		(21,409,000	)	$	(2,119,000	)		(23,528,000	)
(Loss) income from continuing operations before income taxes		(38,082,000	)	$	(2,119,000	)		(40,201,000	)
(Loss) income from continuing operations		(34,050,000	)	$	(2,119,000	)		(36,169,000	)
Net (loss) income		(31,921,000	)	$	(2,119,000	)		(34,040,000	)
Net (loss) income attributable to common stockholders		(31,000,000	)	$	(2,119,000	)		(33,119,000	)
Basic earnings per share		(0.64	)		(0.04	)		(0.68	)
Diluted earnings per share		(0.64	)		(0.04	)		(0.68	)
Consolidated Statements of Cash Flows for the year ended December 31, 2021
Net (loss) income from continuing operations	$	(34,050,000	)	$	(2,119,000	)	$	(36,169,000	)
Inventory		(8,425,000	)		2,119,000		$	(6,306,000	)
Consolidated Statements of Changes in Stockholders’ Equity for the year ended December 31, 2021
Net loss, accumulated deficit	$	(31,000,000	)	$	(2,119,000	)	$	(33,119,000	)
Accumulated deficit		(132,382,000	)	$	(2,119,000	)	$	(134,501,000	)

	2021
	Adjusted Cost		Unrealized Gain		Fair Value		Cash and Cash Equivalents		Restricted Cash		Marketable Securities		Notes Receivable		Investments
Cash	$	50,286,000	$	-	$	50,286,000	$	50,286,000	$	-	$	-	$	-	$	-
Restricted Cash		-		-		-		-		-		-		-		-
Level 1
Money Market Funds		6,309,000		-		6,309,000		6,309,000		-		-		-		-
Marketable Securities		12,993,000		1,544,000		14,537,000		-		-		14,537,000		-		-
Level 2
Warrants		3,318,000		-		3,318,000		-				-		-		3,318,000
Convertible securities		1,023,000		-		1,023,000		-		-		-		-		1,023,000

Total	$	73,929,000	$	1,544,000	$	75,473,000	$	56,595,000	$	-	$	14,537,000	$	-0	$	4,341,000

	2020
	Adjusted Cost		Unrealized Gain/(Loss)		Fair Value		Cash and Cash Equivalents		Current Marketable Securities		Investment
Cash and cash equivalents	$	1,690,000	$	-	$	1,690,000	$	1,690,000	$	-	$	-
Level 1
Money Market Funds		3,493,000		-		3,493,000		3,493,000		-		-
Marketable Securities		5,641,000		3,495,000		9,136,000		-		9,136,000		-
Level 2
Warrants		700,000		356,000		1,056,000		-		-		1,056,000
Total	$	11,524,000	$	3,851,000	$	15,375,000	$	5,183,000	$	9,136,000	$	1,056,000

	2021 (unaudited)			2020 (unaudited)
Revenue	$	20,337,000		$	10,233,000
Net (loss)/income	$	(32,217,000	)	$	1,778,000
Basic (loss)/earnings per share	$	(0.63	)	$	0.63
Diluted (loss)/earnings per share	$	(0.63	)	$	0.46

	Estimated
	Useful Life	2021		2020
Machinery and equipment	5-10 years	$	7,005,000	$	6,866,000
Building and improvements	39 years		11,234,000		1,976,000
Land			185,000		185,000
Furniture and fixtures	7 years		397,000		130,000
Software and websites	3 years		1,099,000		298,000
Construction in progress			4,208,000		33,000
Total Cost			24,128,000		9,472,000
Less accumulated depreciation			6,454,000		5,372,000
Property, plant and equipment, net		$	17,674,000	$	4,100,000

Year	Amount
2022		8,237,000
2023		2,686,000
2024		2,142,000
2025		2,471,000
2026		2,021,000

	2021		2020
Customer deposits	$	160,000	$	25,000
Deferred revenue		1,348,000		-
Accrued wages		11,992,000		4,665,000
Employee stock warrants liabilities		1,070,000		-
Settlement liability		342,000		-
Uncertain tax positions		922,000		-
Accrued expenses		4,024,000		565,000
Sales tax payable		1,322,000		5,000

Accrued expenses and deferred revenue	$	21,180,000	$	5,260,000

	2021					2020
				Weighted					Weighted
				Average					Average
				Exercise					Exercise
	Warrants			Price		Warrants			Price

Outstanding at January 1:		36,514		$	33.92		40,677		$	33.52
Granted during the year		-			-		-			-
Lapsed/terminated		(32,958	)		34.35		(4,163	)		30.00

Outstanding at December 31:		3,556		$	30.00		36,514		$	33.92
Exercisable at December 31:		3,556		$	30.00		36,514		$	33.92

Weighted average months remaining					8.4					9.9

	2021							2020
	Number of Options			Weighted Average Exercise Price		Weighted Average life Remaining (Years)		Number of Options		Weighted Average Exercise Price		Weighted Average life Remaining (Years)

Outstanding at January 1,		19,264		$	150.30				19,264	$	150.30
Granted		-			-				-		-
Lapsed/terminated		(7,334	)		39.85				-		-
Outstanding at December 31,		11,930		$	218.39		1.18		19,264	$	150.30		2.2
Exercisable at December 31,		11,930		$	218.39		1.18		19,264	$	150.30		2.2
Expected to vest at December 31,		6,597		$	199.07				-	$	150.30		2.2

Aggregate intrinsic value of outstanding options at December 31,	$	-						$	-
Aggregate intrinsic value of exercisable options at December 31,	$	-						$	-
Aggregate intrinsic value of options expected to vest at December 31,	$	-						$	-

	2021			2020
Currently payable:
Federal	$	-		$	-
State		-			5,000
Total currently payable		-			5,000
Deferred:
Federal		(5,336,000	)		582,000
State		(779,000	)		(22,000	)
Foreign		(123,000	)		(125,000	)
Total deferred		(6,238,000	)		435,000
Less: (decrease) increase in allowance		2,739,000			(2,215,000
Net deferred		(3,499,000	)		(1,774,000	)
Less: tax effect of discontinued operations		(533,000	)		-
Total income tax benefit	$	(4,032,000	)	$	(1,774,000	)

	2021			2020
Deferred tax assets:
Net operating loss carry forwards	$	14,452,000		$	13,852,000
Unrealized loss on securities		2,598,000			-
Equity issued for services		189,000			192,000
Goodwill and other intangibles		21,000			0
Investment in pass-through entity		11,000			12,000
Deferred revenue		176,000			183,000
Operating Lease Liability		47,000			47,000
Other		620,000			605,000
Gross deferred tax assets		18,119,000			14,891,000

Deferred tax liabilities:
Goodwill and other intangibles		4,143,000			4,668,000
Unrealized gains		-			2,599,000
Right -of-use asset		47,000			47,000
Gross deferred tax liabilities		4,190,000			7,314,000

Less: valuation allowance		(13,929,000	)		(11,076,000	)

Net deferred tax liabilities	$	-		$	(3,499,000	)

	2021			2020
Statutory United States federal rate		21.0	%		21.0	%
State income taxes net of federal benefit		1.3	%		(9.3	)%
Permanent differences		-	%		2.0	%
Other		(1.1	)%		(8.3	)%
Non-controlling interest		-	%		(70.5	)%
Foreign taxes		-	%		(7.3	)%
PPP loan forgiveness		-	%		(142.2	)%
Stock based compensation		-	%		22.4	%
Executive compensation		(3.7	)%		485.2	%
Change in valuation allowance		(7.7	)%		(1547.5	)%

Effective rate		9.8	%		(1,239.9	)%

	Totals
2022	$	393,000
2023		88,000
2024		37,000
2025		4,000
2026		2,000
Total lease payments		524,000
Less: Imputed Interest		(11,000	)
Present value of remaining lease payments	$	513,000

Current	$	393,000
Noncurrent	$	120,000

Weighted-average remaining lease term (years)		1.6

Weighted-average discount rate		4.2	%

	December 31,		December 31,
	2021		2020

ASSETS
Current assets:
Cash	$	-	$	43,000
Accounts receivable, net		-		321,000
Prepaid expenses and other current assets		-		167,000
Total current assets		-		531,000

Property, plant and equipment, net		-		46,000
Right-of-use assets		-		744,000

LIABILITIES

Current liabilities:
Accounts payable		-		25,000
Accrued expense		-		8,000
Current portion of lease liability		-		240,000
Total current liabilities		-		273,000

Long term lease liability		-		505,000

	For the Year Ended
	December 31,
	2021			2020
Revenue:
Technology sales, services and licensing	$	-		$	2,045,000
Printed products		-			1,602,000
Total revenue		-			3,647,000

Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization		28,000			1,919,000
Selling, general and administrative (including stock based compensation)		176,000			2,118,000
Depreciation and amortization		-			168,000
Impairment of goodwill		-			685,000
Total costs and expenses		204,000			4,890,000
Operating loss		(204,000	)		(1,243,000	)

Other income (expense):
Interest expense		-			(24,000	)
Gain on extinguishment of debt		-			347,000
Gain on disposition of business		2,868,000			279,000

Income (loss) before income taxes		2,664,000			(641,000	)
Income tax expense		(535,000	)		-
Income (loss) from discontinued operations	$	2,129,000		$	(641,000	)

	2021			2020

Cash paid for interest	$	-		$	185,000

Non-cash investing and financing activities:
Termination of right of use lease asset	$	(744,000	)	$	-
Termination of right of use lease liability	$	744,000		$	-
Shares received for loan origination fee	$	(3,000,000	)	$	-
Shares received for prepaid loan interest	$	(2,440,000	)	$	-
Acquisition of APB net assets	$	38,765,000			-
Common A Shares issued for prepaid marketing services	$	-		$	210,000
Common A Shares issued for Impact BioMedical	$	-		$	3,132,000
Non-controlling interest related to Impact BioMedical	$	-		$	3,910,000
Series A Preferred Shares issued for Impact BioMedical	$	-		$	35,187,000
Notes receivable settled for assets in lieu of cash	$	-		$	838,000