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DSS,
INC.

275
Wiregrass Pkwy

West
Henrietta, NY 14586

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Office
of Manufacturing

Division
of Corporation Finance

Attention:
Ms. Heather Clark

October
22, 2024

    Re:

    DSS,
    Inc.

    10-K/A
    for the Year ended December 31, 2023

    File
    No. 0001-32146

Ladies
and Gentlemen:

DSS,
Inc. (the “Company”) is hereby submitting an Amendment to the Company’s Annual Report on Form 10-K for
the Year ended December 31, 2023, on Form 10-K/A (the “Amendment”), to its previously submitted 10-K for the
Year ended December 31, 2023, on March 27, 2024.

For
convenience, the staff’s (the “Staff”) comments have been restated below and the Company’s responses
are set out immediately under the restated comments. Unless otherwise indicated, defined terms used herein have the meanings set forth
in the Company’s latest Annual Report.

Form
10-K for the Year Ended December 31, 2023

Consolidated
Statement of Operations, page 37

    1.
    We
    note that you have significant impairments and losses on investments, investments in real estate and a provision for loan loss recorded
    in Other income (expense). Given that you operate businesses that generate investment income, provide loans, and operate real estate
    businesses, please tell us why you believe these amounts are appropriately classified outside of your operating loss. Additionally,
    it appears that the impairments of goodwill and intangible assets should be presented as part of operating loss. Please revise future
    filings accordingly.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that for the year ended December 31, 2023, the
loss on investments categorized as classified outside of the reported operating loss are associated with investments held by subsidiaries
outside of this reporting segment and are not part of those subsidiaries business operations. Similarly, the provisions for loan losses
reported in the Other income (expense) section on page 37 of our 10-K are associated with subsidiaries of the Company that are not part
of our Commercial Lending segment. Provisions for such items related to our Commercial Lending segment are included in the cost of revenue
on page 37. Separately, regarding the Impairment of investment in real estate included in Other income (expense) on page 37, although
these assets are currently identified as Held for sale, under ASC 360-10-45-4, this should have been recognized as part of Operating
loss. Further, management believes this misclassification has no qualitative or quantitative impact as defined by SAB No. 99, as there
is no effect on net income, earnings per share, or the balance sheet of the company or reporting segment. The Company will ensure these
transactions are properly classified going forward. Additionally, the Staff’s comment regarding the impairment of goodwill and
intangible assets being presented as part of operating losses in the future is noted.

Notes
to the Audited Financial Statements

Note
2. Summary of Significant Accounting Policies, page 41

    2.
    We
    note from your disclosure on page 41 that in May 2023 you distributed approximately 280 shares of SHRG in the form of a dividend
    to the shareholders of DSS common stock and as a result, SHRG was deconsolidated from your consolidated financial statements. Please
    explain to us how you accounted for this transaction within your statement of changes in stockholders’ equity including why
    you increased your non-controlling interest in subsidiary as part of this transaction.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that upon further review of the accounting approach
taken for this transaction, this transaction involved a nonmonetary transfer as shares of SHRG were distributed to owners of DSS as a
dividend. The guidance of ASC 845 indicates that:

 a. The
                                            transaction would be recorded based on the recorded amounts of the nonmonetary assets distributed.

 b. Any
                                            assets would be impaired, if appropriate, before recording the transfer.

 c. No
                                            gain or loss would be recorded. The nonmonetary dividend would be recorded against retained
                                            earnings.

Thus,
management has determined that a restatement of the December 31, 2023, Annual Report on Form 10-K is required, and has submitted
the Amendment on form 10-K/A on October 22, 2024.

Item
9A - Controls and Procedures

Management’s
Annual Report on Internal Control over Financial Reporting, page 70

    3.
    Please
    revise future filings to include a statement of management’s responsibility for establishing and maintaining adequate internal
    control over financial reporting in accordance with Item 308(a)(1) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Staff’s comment regarding future
filings should include a statement of management’s responsibility for establishing and maintaining adequate internal control over
financial reporting in accordance with Item 308(a)(1) of Regulation S-K has been noted and will be addressed accordingly.

We
hope the foregoing answers are responsive to your comments. Please do not hesitate to contact our counsel, Darrin M. Ocasio, at (917)
848-6325 with any questions or comments regarding this correspondence.

    Sincerely,

    /s/
    Todd D. Macko

    Todd
    D. Macko

    cc:

    Darrin
    M. Ocasio; Jesse L. Blue SRFC LLP (via email)

    Todd
    D. Macko, DSS, Inc. (via email)