DSS, INC.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Reports of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of and Stockholders of
DSS, INC.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of DSS, INC. and its subsidiaries (collectively, the “Company”) as of December 31, 2025, and the related consolidated statement of operations, consolidated statement of changes in stockholders’ equity, and consolidated statement of cash flows for the year ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred net losses, losses from operations and negative cashflow from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Emphasis of Matter
The Company has significant transactions with related parties which are described in Notes 20 of the consolidated financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite condition of competitive, free market dealings may not exist.
Critical Audit Matters
Critical audit matters are matters arising from the current year audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Investments in Real Estate
As disclosed in Note 2 and 9 to the consolidated financial statements, the Company owns real estate properties through their subsidiaries with a net book value of approximately $16,612,000. We identified the valuation of the real estate to be a critical audit matter.
The principal consideration for our determination of management’s assessment of impairment of the real estate as a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s determination of impairment of the real estate properties, which is primarily due to the complexity of the valuation models used and the sensitivity of the underlying significant assumptions. The key assumptions used within the valuation models included site valuations and various approaches such as cost, sales comparison, etc. The calculated fair values are sensitive to changes in these key assumptions.
Our audit procedures related to the determination of the fair value of the real estate properties included the following, among others:
| a) | We obtained management’s rollforward of investments in real estate from December 31, 2024, to December 31, 2025 and tested any material additions or disposals by vouching to the supporting documents . |
| b) | We obtained third party valuations from management that assess the fair value of the properties. |
| c) | We assessed the qualifications, competency and objectivity of third-party specialist. |
| d) | We engaged a valuation firm to review the valuation reports provided by management to determine if the reports were reasonable and acceptable based on the methodologies used by management’s third-party valuation firm. We also assessed the qualifications and competence of the valuation firm. |
| e) | We compared the net book value of the real estate properties to the fair values of the properties per the third-party valuations to determine if the carrying value is less than fair value and impairment was addressed properly. |
| f) | We assessed the sufficiency of the Company’s disclosure of its accounting for these real estate properties included in Notes 2 and 9. |
Evaluation of Intangible Assets and Goodwill for Impairment
As disclosed in Notes 2 and 10 to the consolidated financial statements, the Company holds Intangible Assets and Goodwill through its subsidiaries with a net book value of approximately $17,034,000 and $1,769,000, respectively. We identified the value of Intangible Assets and Goodwill to be a critical audit matter.
The principal consideration for our determination of management’s assessment of impairment of the Intangible Assets and Goodwill as a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s analysis, which is primarily due to the subjectivity of management’s qualitative assumptions. The conclusion of the impairment analysis is sensitive to changes in these key assumptions.
Our audit procedures related to the evaluation of the Intangible Assets and Goodwill for impairment included the following, among others:
| a) | We obtained management’s rollforward of Intangible Assets from December 31, 2024, to December 31, 2025 and tested any material additions and disposals by vouching to the supporting documents. |
| b) | We obtained management’s qualitative analysis that assessed the Intangible Assets and Goodwill. |
| c) | We evaluated the reasonableness of management’s analysis of relevant events and circumstances, such as macroeconomic conditions, industry considerations, and entity-specific financial performance. We independently validated key points in management’s assessment by comparing their qualitative conclusions against internal financial trends and external market data |
| d) | We assessed the sufficiency of the Company’s disclosure of its accounting for Intangible Assets and Goodwill included in Notes 3 and 11. |
We have served as the Company’s auditor since 2025
HTL International, LLC
Houston, Texas
March 31, 2026
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
DSS, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of DSS, Inc. (the “Company”) as of December 31, 2024, and the related consolidated statement of operations, stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Investments in Real Estate
As described in Note 2 to the consolidated financial statements, the Company owns real estate properties through their subsidiaries with a net book value of approximately $45,158,000, which are classified as held for sale. We identified the valuation of the real estate to be a critical audit matter.
The principal consideration for our determination of management’s assessment of impairment of the real estate as a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s determination of impairment of the real estate properties, which is primarily due to the complexity of the valuation models used and the sensitivity of the underlying significant assumptions. The key assumptions used within the valuation models included site valuations and various approaches such as cost, sales comparison, etc. The calculated fair values are sensitive to changes in these key assumptions.
Our audit procedures related to the determination of the fair value of the real estate properties included the following, among others:
| a) | We obtained management’s roll forward of investments in real estate from December 31, 2023, to December 31, 2024 and tested any material additions by vouching to invoices and contracts. |
| b) | We obtained third party valuations that assess the fair value of the properties from management. |
| c) | We assessed the qualifications and competence of management and the qualifications, competence and objectivity of third-party specialist. |
| d) | We engaged a valuation firm to review the valuation reports provided by management to determine if the reports were reasonable and acceptable based on the methodologies used by management’s third-party valuation firm. We also assessed the qualifications and competence of the valuation firm. |
| e) | We compared the net book value of the real estate properties to the fair values of the properties per the third-party valuations to determine if the carrying value is less than fair value and impairment was addressed properly. During the year ended December 31, 2024, Management reclassified the land and building related to AMRE Shelton to assets held for sale. |
| f) | We assessed the sufficiency of the Company’s disclosure of its accounting for these real estate properties included in Notes 2 and 7. |
Evaluation of Intangible Assets and Goodwill for Impairment
As described in Notes 2 and 10 to the consolidated financial statements, the Company holds Intangible Assets and Goodwill through its subsidiaries with a net book value of approximately $18,890,000 and $1,769,000, respectively. We identified the value of Intangible Assets and Goodwill to be a critical audit matter.
The principal consideration for our determination of management’s assessment of impairment of the Intangible Assets and Goodwill as a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s determination of impairment of Intangible Assets and Goodwill, which is primarily due to the complexity of the valuation models used and the sensitivity of the underlying significant assumptions. The key assumptions used within the valuation models included qualitative and quantitative assessments. The calculated fair values are sensitive to changes in these key assumptions.
Our audit procedures related to the determination of the fair value of the Intangible Assets and Goodwill included the following, among others:
| a) | We obtained management’s rollforward of Intangible Assets and Goodwill from December 31, 2023, to December 31, 2024 and tested any material additions and disposals by vouching to agreements. |
| b) | We obtained management’s qualitative and quantitative assessments and third-party valuations that assess the fair value of the Intangible Assets and Goodwill. |
| c) | We assessed the qualifications and competence of management and the qualifications, competence and objectivity of third-party specialists. |
| d) | We reviewed the valuation reports provided by management to determine if the reports were reasonable and acceptable based on the methodologies used by management’s third-party valuation firm. |
| e) | We audited the critical inputs used in the valuation calculations and utilized the services of an independent auditor engaged specialist to ensure the methodologies and assumptions utilized by the Company’s independent specialists were reasonable and in accordance with industry standards. |
| f) | We assessed the sufficiency of the Company’s disclosure of its accounting for Intangible Assets and Goodwill included in Notes 2 and 10. |
Grassi & Co., CPAs, P.C.
We served as the Company’s auditor from 2022 to 2025.
Jericho, New York
March 31, 2025
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