Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-55997

SHARING SERVICES GLOBAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		30-0869786
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5200 Tennyson Parkway, Suite 400, Plano, Texas		75024
(Address of principal executive offices)		(Zip Code)

(469) 304-9400

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange in which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

As of August 9, 2023, there were 376,328,885 shares of the issuer’s Class A Common Stock outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
Item 1. Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	33
Item 4. Controls and Procedures	33

PART II—OTHER INFORMATION	34
Item 1. Legal Proceedings	34
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3. Defaults Upon Senior Securities	34
Item 4. Mine Safety Disclosures	34
Item 5. Other Information	34
Item 6. Exhibits	35

In this Quarterly Report, references to “the Company,” “Sharing Services,” “our company,” “we,” “our,” “ours,” and “us” refer to Sharing Services Global Corporation and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.

cautionary notice regarding forward-looking statements

Statements in this Quarterly Report and in any documents incorporated by reference herein which are not purely historical, or which depend upon future events, may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally contain words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “potential,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “will likely,” “would,” or the negative of such words and/or similar expressions. However, not all forward-looking statements contain these words.

Readers should not place undue reliance upon the Company’s forward-looking statements since such statements speak only as of the date they were made. Such forward-looking statements may refer to events that ultimately do not occur, or may occur to a different extent, or occur at a different time than such forward-looking statements describe. Except to the extent required by federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements contained in this Quarterly Report and in any documents incorporated by reference herein, whether as a result of new information, future events, or otherwise. The Company acknowledges that all forward-looking statements involve risks and uncertainties that could cause actual events and/or results to differ materially from the events and/or results described in the forward-looking statements.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

The following unaudited financial statements: condensed consolidated balance sheets as of June 30, 2023, and condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of cash flows, and condensed consolidated statements of changes in stockholders’ equity (deficit) for the three months ended June 30, 2023 and 2022, are those of Sharing Services Global Corporation and its subsidiaries.

Index to Unaudited Condensed Consolidated Financial Statements

	Page

Condensed consolidated balance sheets as of June 30, 2023, and March 31, 2023	5

Condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2023, and 2022	6

Condensed consolidated statements of cash flows for the three months ended June 30, 2023, and 2022	7

Condensed consolidated statements of changes in stockholders’ equity (deficit) for the three months ended June 30, 2023, and 2022	8

Notes to the unaudited condensed consolidated financial statements	9

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2023			March 31, 2023
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	1,370,146		$	2,994,885
Trade accounts receivable, net		532,405			273,674
Inventory, net		1,477,563			1,636,120
Other current assets, net		1,063,245			527,827
Total Current Assets		4,443,359			5,432,506
Property and equipment, net		466,475			9,270,193
Right-of-use assets, net		437,419			448,240
Investment in unconsolidated entities, net		-			206,231
Intangible assets		509,558			545,372
Other assets		1,184,019			1,177,173
TOTAL ASSETS	$	7,040,830		$	17,079,715

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		1,000,886		$	1,028,510
Accrued and other current liabilities		1,955,644			2,781,037
Accrued sales commission payable		2,148,162			2,357,643
State and local taxes payable		1,462,680			1,446,503
Loans payable, related party, net of unamortized debt discount and unamortized deferred loan cost of $202,779		-			6,922,043
Note payable, related party, net of unamortized debt discount and unamortized deferred loan cost of $1,698,648 as of June 30, 2023, and $2,172,914 as of March 31, 2023, respectively		24,659,562			24,827,086
Total Current Liabilities		31,226,934			39,362,822
Lease liability, long-term		427,203			440,478
TOTAL LIABILITIES		31,654,137			39,803,300
Commitments and contingencies		-			-
Stockholders’ Deficit
Preferred stock, $0.0001 par value, 200,000,000 shares authorized:
Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,100,000 shares issued and outstanding as of June 30, 2023 and March 31, 2023		310			310
Series B convertible preferred stock, $0.0001 par value, no shares issued and outstanding		-			-
Series C convertible preferred stock, $0.0001 par value, 10,000,000 shares designated, 3,220,000 shares issued and outstanding at June 30, 2023 and March 31, 2023		322			322
Preferred stock value
Class A common stock, $0.0001 par value, 1,990,000,000 shares authorized, 376,328,885 shares and 347,451,880 shares issued and outstanding at June 30, 2023 and March 31, 2023, respectively		37,633			34,745
Class B common stock, $0.0001 par value, 10,000,000 shares designated, no shares issued and outstanding		-			-
Common stock value
Treasury Stock, 26,091,136 shares, at cost		-			(626,187	)
Additional paid in capital		84,530,493			84,619,762
Shares to be issued		12,146			12,146
Accumulated deficit		(108,880,737	)		(106,456,378	)
Accumulated other comprehensive loss		(313,474	)		(308,305	)
Total Stockholders’ Deficit		(24,613,307	)		(22,723,585	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	7,040,830		$	17,079,715

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)


	For the Three Months Ended
	June 30, 2023			June 30, 2022
Net sales	$	2,878,121		$	5,303,618
Cost of goods sold		845,829			1,657,028
Gross profit		2,032,292			3,646,590
Operating expenses
Selling and marketing expenses		1,421,490			2,757,800
General and administrative expenses		2,287,072			4,550,903
Total operating expenses		3,708,562			7,308,703
Operating loss		(1,676,270	)		(3,662,113	)
Other income (expense):
Interest expense, net		(905,811	)		(3,120,054	)
Gain on employee warrants liability		-			114,960
Gain on extinguishment of debt		150,634			-
Unrealized gain (loss) on investment		(78,632	)		4,884,173
Other non-operating income, net		97,822			90,166
Total other income (expense), net		(735,987	)		1,969,246
Loss before income taxes		(2,412,257	)		(1,692,867	)
Income tax provision (benefit)		12,102			(339,857	)
Net loss	$	(2,424,359	)	$	(1,353,010	)

Other comprehensive loss, net of tax:
Currency translation adjustments		(5,169	)		(144,267	)
Total other comprehensive loss		(5,169	)		(144,267	)
Comprehensive loss	$	(2,429,528	)	$	(1,497,277	)

Loss per share:
Basic	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)

Weighted average shares:
Basic		370,934,280			278,315,485
Diluted		370,934,280			278,315,485

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	For the Three Months Ended June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,424,359	)		(1,353,010	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		178,232			171,035
Stock-based compensation		-			(107,588	)
Amortization of debt discount and other		515,728			3,412,427
Gain on extinguishment of debt		(150,634	)		(324,229	)
Gain on investments and other assets		-			(4,884,173	)
Bad debt expense		39,933			-
Provision for obsolete inventory		15,847			108,055

Changes in operating assets and liabilities:
Accounts receivable		(498,196	)		(206,163	)
Inventory		(57,180	)		(111	)
Other current assets		189,881			298,812
Other assets		-			(19,950	)
Accounts payable		(1,635	)		374,997
Income taxes payable		-			(30,259	)
Lease liability		123			4,162
Accrued and other liabilities		403,283			(1,220,513	)
Net Cash Used in Operating Activities	$	(1,788,977	)	$	(3,776,508	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property and equipment and other assets	$	-		$	(136,807	)
Net Cash Used in Investing Activities	$	-		$	(136,807	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of promissory notes	$	-		$	5,687,500
Common stock received on litigation settlement		-			(1,043,645	)
Retirement of loans		-			(3,270,174	)
Net Cash Provided by Financing Activities	$	-		$	1,373,681

IMPACT OF CURRENCY RATE CHANGES ON CASH		164,237			(30,140	)
Decrease in cash and cash equivalents	$	(1,624,740	)	$	(2,569,774	)
Cash and cash equivalents, beginning of period		2,994,885			17,023,266
Cash and cash equivalents, end of period	$	1,370,145		$	14,453,492

Supplemental cash flow information
Cash paid for interest	$	-		$	481,043
Cash paid for income taxes	$	550		$	-

Supplemented disclosure of non-cash investing and financing activities:
Sale of commercial real property in exchange for relief from related party loans and other liabilities	$	7,438,692			-
Sale of investments in exchange for relief from related party note and other liabilities	$	1,500,000			-
Common stock issued to settle accrued interest payable	$	539,806		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Shares		Value		Shares		Value		Shares		Value		Shares		Value		Capital			Issued		Stock			Deficit			Loss			Total
	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Class A and Class B Common Stock															Accumulated
	Number				Number				Number				Number				Additional			Shares								Other
	of		Par		of		Par		of		Par		of		Par		Paid in			to be		Treasury			Accumulated			Comprehensive
	Shares		Value		Shares		Value		Shares		Value		Shares		Value		Capital			Issued		Stock			Deficit			Loss			Total
Balance – March 31, 2023		3,100,000	$	310		-	$	-		3,220,000	$	322		347,451,880	$	34,745	$	84,619,762		$	12,146		(626,187	)	$	(106,456,378	)	$	(308,305	)	$	(22,723,585	)
Beginning balance		3,100,000	$	310		-	$	-		3,220,000	$	322		347,451,880	$	34,745	$	84,619,762		$	12,146		(626,187	)	$	(106,456,378	)	$	(308,305	)	$	(22,723,585	)
Cancellation of treasury stock		-		-		-		-		-		-		-				(626,187	)				626,187			-			-			-
Common stock issued to settle accrued interest payable		-		-		-		-		-		-		28,877,005		2,888		536,918			-		-			-			-			539,806
Currency translation adjustments		-		-		-		-		-		-		-		-		-			-		-			-			(5,169	)		(5,169	)
Net loss		-		-		-		-		-		-		-		-		-			-		-			(2,424,359	)		-			(2,424,359	)
Balance – June 30, 2023		3,100,000	$	310		-	$	-		3,220,000	$	322		376,328,885	$	37,633	$	84,530,493		$	12,146		-		$	(108,880,737	)	$	(313,474	)	$	(24,613,307	)
Ending balance		3,100,000	$	310		-	$	-		3,220,000	$	322		376,328,885	$	37,633	$	84,530,493		$	12,146		-		$	(108,880,737	)	$	(313,474	)	$	(24,613,307	)

	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Class A and Class B Common Stock														Accumulated
	Number				Number				Number				Number				Additional		Shares								Other
	of		Par		of		Par		of		Par		of		Par		Paid in		to be		Treasury			Accumulated			Comprehensive
	Shares		Value		Shares		Value		Shares		Value		Shares		Value		Capital		Issued		Stock			Deficit			Loss			Total
Balance – March 31, 2022		3,100,000	$	310		-	$	-		3,220,000	$	322		288,923,969	$	28,892	$	80,738,719	$	12,146		-		$	(57,886,336	)	$	(65,109	)	$	22,828,944
Beginning balance		3,100,000	$	310		-	$	-		3,220,000	$	322		288,923,969	$	28,892	$	80,738,719	$	12,146				$	(57,886,336	)	$	(65,109	)	$	22,828,944
Refinancing of debt and detachable warrants		-		-		-		-		-		-		-		-		1,211,547		-					-			-			1,211,547
Repurchase of 26,091,136 shares of Common Stock																						(626,187	)								(626,187	)
Repurchase of shares of Common Stock																						(626,187	)								(626,187	)
Currency translation adjustments		-		-		-		-		-		-		-		-		-		-					-			(144,267	)		(144,267	)
Net loss		-		-		-		-		-		-		-		-		-		-		-			(1,353,010	)					(1,353,010	)
Balance – June 30, 2022		3,100,000	$	310		-	$	-		3,220,000	$	322		288,923,969	$	28,892	$	81,950,266	$	12,146		(626,187	)		(59,239,346	)	$	(209,376	)	$	21,917,027
Ending balance		3,100,000	$	310		-	$	-		3,220,000	$	322		288,923,969	$	28,892	$	81,950,266	$	12,146		(626,187	)		(59,239,346	)	$	(209,376	)	$	21,917,027

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS

Description of Operations

Sharing Services Global Corporation (“Sharing Services,” “SHRG”) and its subsidiaries (collectively, the “Company”) aim to build shareholder value by developing or investing in innovative emerging businesses and technologies that augment the Company’s products and services portfolio, business competencies, and geographic reach. The Company was incorporated in the State of Nevada in April 2015; its main business activities include:

Sale of Health and Wellness Products - The Company markets its health and wellness products primarily through an independent sales force, using a direct selling business model under the proprietary brand “The Happy Co.” Currently, The Happy Co. ^TM markets and distributes its health and wellness products primarily in the United States (the “U.S.”) and Canada.

Sale of Member-Based Travel Services - Through its subsidiary, Hapi Travel Destinations, the Company established a subscription-based travel services business under the proprietary brand MyTravelVentures (“MTV”) in May 2022. MTV provides entrepreneurial opportunities to its subscribers by capitalizing on both the direct selling model and the retail travel business model. The MTV services are designed to offer discount for travel relating to airfare, cruises, hotels, resorts, time shares and rental cars for destinations throughout the world for people of all ages, demographics, and economic backgrounds.

In August 2021, Sharing Services and Hapi Café, Inc, a company affiliated with Heng Fai Ambrose Chan, a Director of the Company, entered into a Master Franchise Agreement (the “MFA”) pursuant to which Sharing Services acquired the exclusive franchise rights in North America to the brand “Hapi Café.” Under the terms of the MFA, Sharing Services, directly or through its subsidiaries, has the right to operate no less than five (5) corporate-owned stores and can offer to the public sub-franchise rights to own and operate other stores, subject to the terms and conditions contained in the MFA. In light of the challenges and business opportunities presented by the COVID pandemic, the Company is refining its operating and related business plan to open up Hapi Café in Plano, Dallas and the New York City.

Directly or through its subsidiaries, the Company from time to time will invest in emerging businesses, using a combination of debt and equity financing, in efforts to leverage the Company’s resources and business competencies and to participate in the growth of these businesses. As part of the Company’s commitment to the success of these emerging businesses, the Company, directly or through its subsidiaries, also plans to offer non-traditional inventory financing, equity or debt financing, order fulfillment and logistic, CRM “Back Office” solutions, and other success-critical services to these businesses.

NOTE 2- GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and settle its liabilities in the ordinary course of business for the foreseeable future. The Company has experienced a significant decline in consolidated sales and earnings during the most recent three years. For the three months ended June 30, 2023, and 2022, consolidated net sales were approximately $2.9 million and $5.3 million, respectively, and net loss was approximately $2.4 million and $1.4 million, respectively. In addition, as of June 30, 2023, and March 31, 2023, accumulated deficit was approximately $108.9 million and $106.5 million, respectively.

Historically, the Company has funded its working capital needs primarily with capital transactions and with secured and unsecured debt, including the issuance of convertible notes and borrowings under short-term financing arrangements. The Company intends to continue to raise capital and use secured and unsecured debt, including the issuance of convertible notes and borrowings under short-term financing arrangements, from time to time in the future as needed to fund its working capital needs and strategic acquisitions.

During the past twelve months, the Company has initiated several business initiatives intended to stabilize its sales levels, to drive long-term sales growth, and to create positive cash flows from operations, including by implementing stricter fiscal controls over operating costs and expenditures. The Company believes it will be able to fund its working capital needs for the next 12 months with: (a) secured and unsecured borrowings, including the issuance of convertible notes and borrowings under short-term financing arrangements, (b) capital transactions, and (c) cash from operations. However, there can be no assurance about the future success of the Company’s growth and cost control initiatives or about the Company’s ability to raise sufficient capital and to issue sufficient secured and unsecured debt, including the issuance of convertible notes and borrowings under short-term financing arrangements, in the future to fund its working capital needs.

These matters raise reasonable doubt as to the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated interim financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted pursuant to the rules and regulations of the SEC, although we believe that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023. Unless so stated, the disclosures in the accompanying condensed consolidated financial statements do not repeal the disclosures in our consolidated financial statements for year ended March 31, 2023.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to the prior periods’ data to conform with the current period’s presentation.

Use of Estimates and Assumptions

The preparation of financial statements in accordance with GAAP requires the use of judgment and requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures about contingent assets and liabilities, if any. Matters that require the use of estimates and assumptions include, among others: the recoverability of accounts and notes receivable, the valuation of inventory, the useful lives of fixed assets, the assessment of long-lived assets for impairment, the nature and timing of satisfaction of multiple performance obligations resulting from contracts with customers, the allocation of the transaction price to multiple performance obligations in a sales transaction, the measurement and recognition of right-of-use assets and related lease liabilities, the valuation of share-based compensation awards, the provision for income taxes, the measurement and recognition of uncertain tax positions, the valuation of long-term debt covenants, and the valuation of loss contingencies, if any. Actual results may differ from these estimates in amounts that may be material to our consolidated financial statements. We believe that the estimates and assumptions used in the preparation of our consolidated financial statements are reasonable.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include recent customer remittances deposited with our merchant processors at the balance sheet date, which generally settle within 24 to 72 hours. As of June 30, 2023, and March 31, 2023, cash and cash equivalents included cash held by our merchant processors of approximately $0.2 million and $0.5 million, respectively. In addition, as of June 30, 2023, and March 31, 2023, cash and cash equivalents held in bank accounts in foreign countries in the ordinary course of business were approximately $0.5 million and $1.3 million, respectively. Amounts held by our merchant processor or held in bank accounts located in foreign countries are generally not insured by any federal agency.

Inventory

Inventory consists of finished goods and promotional materials and are stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method, or net realizable value. The Company periodically assesses its inventory levels when compared to current and anticipated sales levels. As of June 30, 2023, and March 31, 2023, the allowance for obsolete inventory was $895,603 and $880,926, respectively, in connection with health and wellness product that is damaged, expired or otherwise in excess of forecasted outputs, based on our current and anticipated sales levels. The Company reports its provisions for inventory losses in cost of goods sold in its condensed consolidated statements of operations.

Other Assets

Other assets include a multi-user license and code of a back-office platform that was acquired for $1,119,650 in 2022. This back-office platform is designed to facilitate the computation and processing of commission payments to distributors, and it requires customization in order for it to be operational. Costs associated with the customization and build out of the platform has been capitalized in accordance with ASC 350 - Capitalization on Internal-Use Software Costs.

Loans Payable

On June 15, 2022, Linden Real Estate Holdings, LLC, a wholly owned subsidiary of the Company, American Pacific Bancorp, Inc. (“APB”), and the Company entered into a Loan Agreement pursuant to which APB loaned the Company approximately $5.7 million. The loan bears interest at the annual rate of 8%, matures on June 1, 2024, and is secured by a first mortgage interest on the Company’s Lindon, Utah office building. In connection with this loan, the Company received net proceeds of $5,522,829 from APB on June 17, 2022. APB is a subsidiary of DSS, Inc, a major stockholder of the Company. Heng Fai Ambrose Chan, and Frank D. Heuszel, each a Director of the Company, also serve on the Board of Directors of APB. Monthly payments of principal and interest in the amount of $43,897 have been made beginning July 1, 2022, and are payable on the same date of each month thereafter.

On August 11, 2022, the Company executed a revolving credit promissory note with APB (“the APB Revolving Note”) pursuant to which the Company has access to advances with a maximum principal balance not to exceed the principal sum of $10 million. The APB Revolving Note included origination fees of $600,000. The Note is collateralized by the assets of the Company, and it bears interest at the annual rate of 8% and such interest shall be due and payable quarterly. Interest payments on the loan are due and payable on the last day of each consecutive third calendar month until the maturity date of August 12, 2024. On December 9, 2022, APB and the Company mutually agreed to limit and/or end any further commitment by APB to fund or to readvance under the terms of the APB Revolving Note.

Effective June 30, 2023, the Company, and Decentralized Sharing Systems, Inc. (“DSSI”), entered into an Assignment of Limited Liability Company Interests agreement pursuant to which: (a) DSSI assumed approximately $7.24 million in SHRG liabilities secured by certain Commercial Real Estate, (b) DSSI credited SHRG $239,790 towards accrued interest payable under the 2022 Note (the “$27.0 million loan”), and (c) DSSI acquired ownership of Linden Real Estate Holdings LLC, with its sole asset being a commercial lot and commercial building located in Lindon, Utah, subject to the assumed indebtedness.

Foreign Currency Translation

The functional currency of each of our foreign operations is generally the respective local currency. Balance sheet accounts are translated into U.S. dollars (our reporting currency) at the rates of exchange in effect at the balance sheet date, while the results of operations and cash flows are generally translated using average exchange rates for the periods presented. Individual material transactions, if any, are translated using the actual rate of exchange on the transaction date. The resulting translation adjustments are reported in accumulated other comprehensive loss in our condensed consolidated balance sheets. In June 2021, the Company, through its wholly owned subsidiary, commenced operations in the Republic of Korea (South Korea).

	South Korean Won per USD
	2023		2022
Exchange rate as of June 30		1,318.86		1,298.89
Average exchange rate for the three months ended June 30		1,315.28		1,167.39

Comprehensive Loss

For the three months ended June 30, 2023, and June 30, 2022, the Company’s comprehensive loss was comprised of currency translation adjustments and net loss.

Revenue Recognition

As of June 30, 2023, and March 31, 2023, deferred sales revenue associated with products invoiced but not received by customers at the balance sheet date was $164,138 and $113,896, respectively. In addition, as of June 30, 2023, and March 31, 2023, deferred sales revenue associated with our unfulfilled performance obligations for services offered on a subscription basis was $67,863 and $80,528, and deferred sales revenue associated with our performance obligations for customers’ right of return was $26,737 and $26,894, and deferred revenues associated with customer loyalty points was $25,493 and $25,493, respectively. Deferred sales revenue is expected to be recognized over one year.

During the three months ended June 30, 2023, no individual customer, or affiliated group of customers, represented 10% or more of our consolidated net sales, and 68% of our net sales were to customers and 32% of our net sales were to our independent distributors. During the three months ended June 30, 2022, no individual customer, or affiliated group of customers, represented 10% or more of our consolidated net sales, and 63% of our net sales were to customers and 37% of our net sales were to our independent distributors.

During the three months ended June 30, 2023, and 2022, 95% and 93%, respectively, of our consolidated net sales were to our customers and/or independent distributors located in the United States. No other country accounted for 10% or more of our consolidated net sales.

During the three months ended June 30, 2023, substantially all our consolidated net sales are from our health and wellness products (including 89.3% from the sale of Nutraceutical products, 8.0% from the sale of weight loss management, and 2.7% from the sale skin care products, and remaining sales from the sale of all other health and wellness products). During the three months ended June 30, 2022, substantially all our consolidated net sales are from our health and wellness products (including 70% from the sale of Nutraceutical products, 20% from the sale of coffee and other functional beverages, 9% from the sale of weight management products, and 1% from the sale of all other health and wellness products).

Sales Commissions

The Company recognizes sales commission expenses, when incurred, in accordance with GAAP. During the three months ended June 30, 2023, and 2022, sales commission expense, which is included in selling and marketing expenses in our condensed consolidated statements of operations and comprehensive loss, was $1.0 million and $2.4 million, respectively.

Recently Issued Accounting Standards - Pending Adoption

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain convertible instruments. Among other things, under ASU 2020-06, the embedded conversion features no longer must be separated from the host contract for convertible instruments with conversion features not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in capital. ASU 2020-06 also eliminates the use of the treasury stock method when calculating the impact of convertible instruments on diluted Earnings per Share. For the Company, the provisions of ASU 2020-06 are effective for its fiscal quarter beginning on April 1, 2024. Early adoption is permitted, subject to certain limitations. The Company is evaluating the potential impact of adoption on its consolidated financial statements.

NOTE 4 – LOSS PER SHARE

We calculate basic loss per share by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of shares issuable upon the conversion or exercise of outstanding convertible preferred stock, convertible notes payable, if any, stock warrants and other commitments to issue common stock, except where the impact would be anti-dilutive.

The following table sets forth the computations of basic and diluted loss per share:

	2023			2022
	Three Months Ended June 30,
	2023			2022
Net loss	$	(2,424,359	)	$	(1,353,010	)
Weighted average basic shares		370,934,280			278,315,485
Weighted average diluted shares		370,934,280			278,315,485
Loss per share:
Basic	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)

The following potentially dilutive securities and instruments were outstanding as of June 30, 2023, and 2022, but excluded from the table above:

	2023		2022
	As of June 30,
	2023		2022
Convertible preferred stock		6,320,000		6,320,000
Convertible notes payable		-		135,377,975
Total potential incremental shares		6,320,000		141,697,975

The preceding table does not include 1,875,000 stock warrants held by employees which are not vested (or exercisable) as of June 30, 2022. As of June 30, 2023, all employee warrants outstanding were vested.

NOTE 5 – NOTES RECEIVABLE, NET

In January 2021, the Company, through a wholly owned subsidiary, and 1044Pro, LLC (“1044Pro”) entered into a Funding Agreement pursuant to which the Company agreed to provide 1044Pro loans under a $250,000 revolving credit line. In December 2021, the parties to the Funding Agreement entered into a modification to the Funding Agreement pursuant to which the parties agreed to increase the amount of the revolving credit line to $310,000. Borrowings under the credit line, as amended, are payable in monthly installments in amounts determined in relation to the amount of each cash advance. In connection with the Funding Agreement, the Company acquired a 10% equity interest in 1044Pro and a security interest in 1044Pro’s cash receipts and in substantially all 104Pro’s assets.

On January 26, 2022, the parties to the Funding Agreement discussed in the preceding paragraph entered into a new Loan Agreement (“Revolving Promissory Note”) pursuant to which the Company agreed to loan to 1044Pro up to an additional $250,000, of which $125,000 was funded immediately. Borrowings under the Revolving Credit Note bear interest at 10%, are payable in full on or before July 26, 2023, and are secured by a security interest in substantially all 1044Pro’s assets and a security interest in 50% of 1044Pro’s members’ interest. Borrowings under the Loan Agreement are further secured by a personal guaranty executed by a member of 1044Pro.

On August 29, 2022, the Company and 1044Pro entered into an agreement to modify the Revolving Promissory Note dated January 26, 2022. In accordance with the amendment, the Company agreed to lend $125,000 to 1044 for a 20% membership interest in 1044Pro. The loan is secured by the assets of 1044Pro as well as by a personal guaranty executed by a member of 1044Pro.

Effective June 30, 2023, the Company and DSSI, entered into a Loan Purchase Contract, Assignment of Note and liens and Other Loan Documents, pursuant to which DSSI purchased from SHRG promissory notes in the amount of $666,875 and related equity interests of 1044Pro LLC, for a purchase price of $400,000, with the financial terms generally summarized as follows: (a) DSSI pays the purchases price by crediting $400,000 to the outstanding principal and interest owing under the terms of the $27.0 million loan, and (b) DSSI acquired ownership of the $666,875 promissory note payable by 1044Pro, free and clear of any liens, and any equity interest in 1044Pro LLC that SHRG held.

NOTE 6 – INVENTORY, NET

Inventory consists primarily of finished goods. The Company provides an allowance for any slow-moving or obsolete inventory. As of June 30, 2023, and March 31, 2023, inventory consists of the following:

SCHEDULE OF INVENTORY

	June 30, 2023			March 31, 2023

Finished Goods	$	2,373,166		$	2,517,046
Allowance for inventory obsolescence		(895,603	)		(880,926	)
Inventory, net	$	1,477,563		$	1,636,120

The following table reflects the activity in the allowance for inventory obsolescence for the periods presented:

	2023			2022
	Three Months Ended June 30,
	2023			2022
Balance at beginning of period	$	880,926		$	108,055
Provision for estimated obsolescence		15,847			-
Write-offs and recoveries		(1,170	)		-
Balance at end of period	$	895,603		$	108,055

NOTE 7 – OTHER CURRENT ASSETS, NET

Other current assets consist of the following:

	June 30, 2023			March 31, 2023
Inventory-related deposits	$	334,294		$	288,649
Accounts receivable, related parties		274,137			167,578
Prepaid insurance and other operational expenses		56,548			105,652
Deposits for sales events		-			120,614
Prepaid interest, related party		552,000			-
Right to recover asset		21,907			20,975
Subtotal		1,238,886			703,468
Less: allowance for losses		(175,641	)		(175,641	)
Other current assets	$	1,063,245		$	527,827

Prepaid insurance and other operational expenses primarily consist of payments for goods and services (such as freight, trade show expenses and insurance premiums) which are expected to be realized in the next operating cycle. Prepaid interest represents interest on the 2022 Note due to DSSI (see NOTE 14 below) for the period from July 1, 2023 inclusive to September 30, 2023. Right to recover assets is associated with our customers’ right of return and is expected to be realized in one year or less. As of both June 30, 2023, and March 31, 2023, the provision for losses in connection with certain inventory-related deposits for which recoverability is less than certain was $175,641 for both reporting periods, respectively.

NOTE 8 – INVESTMENT IN UNCONSOLIDATED ENTITIES, NET

In September 2021, the Company, Stemtech Corporation (“Stemtech”) and Globe Net Wireless Corp. (“GNTW”) entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company invested $1.4 million in Stemtech in exchange for: (a) a Convertible Promissory Note in the amount of $1.4 million in favor of the Company (the “Convertible Note”) and (b) a detachable Warrant to purchase shares GNTW common stock (the “GNTW Warrant”). Stemtech is a subsidiary of GNTW. As an inducement to enter into the SPA, GNTW agreed to pay to the Company an origination fee of $500,000, payable in shares of GNTW’s common stock. The Convertible Note matures on September 9, 2024, bears interest at the annual rate of 10%, and is convertible, at the option of the holder, into shares of GNTW’s common stock at a conversion rate calculated based on the closing price per share of GNTW’s common stock during the 30-day period ended September 19, 2021. The GNTW Warrant expires on September 13, 2024 and conveys the right to purchase up to 1.4 million shares of GNTW’s common stock at a purchase price calculated based on the closing price per share of GTNW’s common stock during the 10-day period ended September 13, 2021. In September 2021, GNTW issued to the Company 154,173 shares of its common stock, or less than 1% of the shares of GNTW then issued and outstanding, in payment of the origination fee. In November 2021, Globe Net Wireless Corp. changed its corporate name to Stemtech Corporation. In connection therewith, the investee’s common stock is now traded under the symbol “STEK”.

The Company carries its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock at fair value in accordance with GAAP. During the three months ended June 30, 2022, the Company recognized unrealized gains, before income tax, of $4,865,354 in connection with its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock.

Effective June 30, 2023, subject to the terms of a certain Loan Purchase Contract, Assignment of Note and Liens and Other Loan Documents, and Note Allonge document, DSSI purchased from SHRG the Stemtech promissory note in the amount of $1.4 million, along with all SHRG’s rights in any Stemtech warrants, for a purchase price of $1.1 million, with the financial terms generally summarized as follows: (a) DSSI paid the $1.1 million purchase price by crediting the $27.0 million loan, first to interest and then to principal, and (b) DSSI acquired ownership of the $1.4 million promissory note payable by Stemtech, free and clear of any liens, and any equity or warrant interest in the Stemtech that SHRG may have held. As of June 30, 2023, as a result of the transaction, the Company no longer has an investment in Stemtech.

In September 2021, the Company entered into a Membership Unit Purchase Agreement pursuant to which the Company acquired a 30.75% equity interest in MojiLife, LLC, a limited liability company organized in the State of Utah, in exchange for $1,537,000. MojiLife is an emerging growth distributor of technology-based consumer products for the home and car. MojiLife’s products include esthetically attractive, cordless scent diffusers for the home or for the car, as well as proprietary home cleaning products and accessories.

On a quarterly basis, the Company evaluates the recoverability of its investments and reviews current economic trends to determine the adequacy of its allowance for impairment losses based on each investee financial performance data and other relevant information. An estimate for impairment losses is recognized when recovery in full of the Company’s investment is no longer probable. Investment balances are written off against the allowance after the potential for recovery is considered remote.

Investment in unconsolidated entities consists of the following:

	June 30, 2023			March 31, 2023
Investment in detachable GNTW stock warrant	$	-		$	143,641
Investment in GNTW common stock		-			18,300
Investment in Stemtech convertible note		-			44,290
Investment in MojiLife, LLC		1,537,000			1,537,000
Subtotal		1,537,000			1,743,231
Less, allowance for impairment losses		(1,537,000	)		(1,537,000	)
Investments	$	-		$	206,231

NOTE 9 – PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

SUMMARY OF PROPERTY AND EQUIPMENT

	June 30, 2023			March 31, 2023
Building and building improvements	$	-		$	8,952,555
Computer software		1,024,274			1,024,274
Furniture and fixtures		237,042			237,042
Computer equipment		220,264			220,264
Leasehold improvements and other		394,306			394,306
Total property and equipment		1,875,886			10,828,441
Accumulated depreciation and amortization		(1,409,411	)		(1,558,248	)
Property and equipment, net	$	466,475		$	9,270,193

Effective June 30, 2023, the Company and DSSI entered into an Assignment of Limited Liability Company Interests agreement pursuant to which: (a) DSSI assumed approximately $7.24 million in SHRG liabilities secured by certain Commercial Real Estate, (b) DSSI credited SHRG $239,790 towards accrued interest payable under the 2022 Note (the “$27.0 million loan”), and (c) DSSI acquired ownership of Linden Real Estate Holdings LLC, with its sole asset being a commercial lot and commercial building located in Lindon, Utah, subject to the assumed indebtedness. See Note 3, “Significant Accounting Policies – Loans Payable.”

NOTE 10 – ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following:

	June 30, 2023		March 31, 2023
Deferred sales revenues	$	284,231	$	246,811
Liability associated with uncertain tax positions		925,795		925,795
Accrued interest payable		-		536,123
Payroll and employee benefits		149,732		329,762
Lease liability, current portion		44,273		41,385
Other accruals		551,613		701,161
Accrued and other current liabilities	$	1,955,644	$	2,781,037

Lease liability, current portion, represents obligations due within one year under operating leases for office space, automobiles, and office equipment. See Note14 - LEASES below for more information. As of June 30, 2023, and March 31, 2023, other accruals include amounts due to related parties of $0 and $167,578, respectively, and several operational accruals of $551,612 and $533,583, respectively.

NOTE 11 - NOTE PAYABLE, RELATED PARTY

Note payable, related party, consists of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Issuance Date	Maturity Date	Interest Rate			Conversion Price (per share)		June 30, 2023			March 31, 2023
June 2022	June 2024		8	%	$	N/A	$	26,358,210		$	27,000,000
Unamortized debt discount and deferred financing costs								(1,698,648	)		(2,172,914	)
								24,659,562			24,827,086
Less: current portion of note payable								24,659,562			24,827,086
Long-term note payable							$	-		$	-

In October 2017, the Company issued a Convertible Promissory Note in the principal amount of $50,000 (the “Note”) to HWH International, Inc. (“HWH” or the “Holder”). HWH is affiliated with Heng Fai Ambrose Chan, who in April 2020 became a Director of the Company. The Note is convertible into 333,333 shares of the Company’s Common Stock. Concurrent with issuance of the Note, the Company issued to HWH a detachable warrant to purchase up to an additional 333,333 shares of the Company’s Common Stock, at an exercise price of $0.15 per share. Under the terms of the Note and the detachable stock warrant, the Holder is entitled to certain financing rights. If the Company enters into more favorable transactions with a third-party investor, it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical. On August 9, 2022, HWH and the Company executed an agreement to settle the Note and cancel the related stock warrant for $78,636, which amount represents the principal plus accrued interest. The Company made the payment to HWH on August 9, 2022.

On April 5, 2021, the Company and Decentralized Sharing Systems, Inc. (“DSSI”) entered into a Securities Purchase Agreement, pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $30.0 million (the “Note”) in favor of DSSI, and (b) a detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share, and DSSI loaned to the Company $30.0 million. DSSI, is a subsidiary of DSS, Inc. (formerly Document Security Systems, Inc., “DSS”), and, together with DSS, is a major shareholder of the Company. Under the terms of the loan, the Company agreed to pay to DSSI a loan Origination Fee of $3.0 million, payable in shares of the Company’s Class A Common Stock, at the rate of $0.20 per share. The Note bore interest at the annual rate of 8%, with a maturity date of April 5, 2024, subject to certain accelerated provisions upon the occurrence of an Event of Default, as was defined in the Note. At any time during the term of the Note, all or part of the Note, including the principal amount less unamortized prepaid interest, if any, plus any accrued interest could have been converted into shares of the Company’s Class A Common Stock at the rate of $0.20 per share, at the option of the holder. Interest on the Note was pre-payable annually in cash or in shares of the Company’s Class A Common Stock, at the option of the Company, except that interest for the first year was pre-payable in shares of the Company’s Class A Common Stock, at the rate of $0.20 per share. As further discussed below, the Note and the detachable Warrant were redeemed in June 2022.

On June 15, 2022, the Company and DSSI which, together with DSS, is a major shareholder of the Company, entered into an agreement pursuant to which the Company issued, to DSSI: (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock at the exercise price of $0.033 per share. The 2022 Note bears interest at the annual rate of 8% and is due and payable on demand or, if no demand, on May 1, 2024. At any time during the term of the 2022 Note, all or part of the Note may be converted into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. Under the terms of the agreement, the Company agreed to pay to DSSI a loan origination fee of $270,000. In addition, DSSI agreed to surrender to the Company all DSSI’s rights pursuant to: (a) a certain Convertible Promissory Note in the principal amount of $30.0 million issued by the Company in April 2021 in favor of DSSI, and (b) a certain detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share, issued concurrently with such $30.0 million note. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity instruments was recognized in additional paid in capital on the Company’s consolidated balance sheet.

In March 2023, the Company and DSSI entered into a Securities Exchange and Amendment Agreement pursuant to which the parties agreed to amend the 2022 Note by removing the conversion rights granted by the 2022 Note. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity instruments was recognized as a deemed dividend of approximately $10.7 million on the Company’s consolidated financial statements.

As more fully discussed in Notes 5 and 8, effective June 30, 2023, the Company and DSSI entered into two transactions, involving the sale of certain assets to DSSI, pursuant to which DSSI credited, in the aggregate, $641,790 to principal outstanding on the 2022 Note. In addition, as more fully discussed in Notes 8 and 9, effective June 30, 2023, DSSI also credited, in the aggregate, $546,000 in accrued interest due on the 2022 Note in connection with transactions involving the sale of certain assets to DSSI.

During the three months ended June 30, 2023, and June 30, 2022, interest expense in connection with the Company’s promissory notes was $546,000 and $143,086, respectively, excluding amortization of debt discount and deferred financing costs of $435,550 and $2.5 million, respectively. These amounts are included in interest expense in our condensed consolidated statements of operations.

NOTE 12 – INCOME TAXES

The statutory rates for our domestic and our material foreign operations are as follows for the periods shown:

Country	2023			2022
United States		21	%		21	%
Republic of Korea		21	%		21	%
Effective Income Tax Rate		21	%		21	%

Our consolidated effective income tax rate reconciliation is as follows:

	2023			2022
	Three Months Ended June 30,
	2023			2022
Federal statutory rate		21.0	%		21.0	%
State and local income taxes		(0.3	)		0.6
Permanent differences		0.8			-
Change in valuation allowance for NOL carry-forwards		(21.0	)		1.3
Stock warrant transactions and other items		-			(2.8	)
Effective income tax rate		0.5	%		20.1	%

Income taxes applicable to our foreign operations are not material in the periods presented.

NOTE 13 - STOCKHOLDERS’ EQUITY

Common Stock

On June 15, 2022, the Company and DSSI which, together with DSS, is a major shareholder of the Company, entered into an agreement pursuant to which the Company issued, to DSSI: (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock at the exercise price of $0.033 per share. The 2022 Note bears interest at the annual rate of 8% and is due and payable on demand or, if no demand, on May 1, 2024. At any time during the term of the 2022 Note, all or part of the Note may be converted into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. Under the terms of the agreement, the Company agreed to pay to DSSI a loan origination fee of $270,000. In addition, DSSI agreed to surrender to the Company all DSSI’s rights pursuant to: (a) a certain Convertible Promissory Note in the principal amount of $30.0 million issued by the Company in April 2021 in favor of DSSI, and (b) a certain detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share, issued concurrently with such $30.0 million note. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity instruments was recognized as a capital contribution of $2.0 million in additional paid in capital on the Company’s consolidated balance sheet.

On February 3, 2023, the Company mutually agreed with DSS to enter into a Letter Agreement (the “DSS Letter Agreement”), pursuant to which the Company and DSS have agreed to terminate and release all obligations of the Consulting Agreement effective as of December 31, 2022. In accordance with the DSS Letter Agreement, the Company also agreed to issue 33,333,333 shares of the Company’s Common Stock in lieu of cash payment to satisfy the accrued and unpaid service fees equal to $700,000 owed to DSS under the Consulting Agreement.

On February 28, 2023, the Company and DSSI mutually agreed in a Letter Agreement (the “First DSSI Letter Agreement”) to a mutual settlement of the interest accrued on the 2022 Note issued by the Company to DSSI. In accordance with the DSSI Letter Agreement, the Company agreed to issue 26,285,714 shares of the Company’s Common Stock, at a price per share of $0.021 in lieu of cash payment to satisfy the accrued and unpaid interest through and including December 31, 2022, in the amount of $552,000 owed to DSSI.

In March 24, 2023, the Company, DSS and DSSI, entered into a Securities Exchange and Amendment Agreement (the “Agreement”). Pursuant to the Agreement, the parties decided to: 1) exchange and surrender the Assigned Warrants, 2) exchange and surrender the Service Warrants, 3) exchange and surrender the DSSI Warrants, and 4) amend the 2022 Note by removing all conversion rights granted by the 2022 Note. Under the terms of the Agreement, the Company issued 10,145,841 shares of its Class A Common Stock in connection with the exchange and surrender of the Assigned Warrants and the Service Warrants. In accordance with GAAP, the Company recognized a deemed dividend of $213,062 on the Company’s consolidated financial statements. In addition, the Company issued 14,854,159 shares of its Class A Common Stock in connection with removal of all conversion rights granted by the 2022 Note. The Company recognized the debt modification transaction as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new debt instrument and the carrying value of the retired debt instrument was recognized as a deemed dividend of $10.7 million on the Company’s consolidated financial statements.

In May 2022, the Company and certain of its subsidiaries, on the one hand, and Alchemist, the former officer and certain entities affiliated with the former officer, on the other hand, entered into a Confidential Settlement Agreement with Mutual Releases (the “May 2022 Settlement Agreement”) pursuant to which the parties amicably settled all claims and disputes among them; (b) the former officer sold to the Company 26,091,136 shares of the Company’s common stock then under the voting and dispositive control of the former officer; (c) the Company made a one-time payment of $1,043,645; and (d) the Company and its relevant subsidiaries, on the one hand, and the former officer and relevant entities affiliated with the former officer, on the other hand, exchanged customary mutual releases of any prior obligations among them. On May 19, 2022, the closing price for the Company’s common stock was $0.25 per share. In the fiscal quarter ending June 30, 2022, the Company measured and recognized the repurchase of its common stock at its fair value of $626,187, derecognized its remaining liability under the Co-Founder’s Agreement, and recognized a recovery of $324,230 in connection with the previously recognized loss related to the Co-Founder’s Agreement. The Company reported the 26,091,136 shares of the Company’s common stock in Treasury Stock until the interim period ended June 30, 2023, when it cancelled the stock certificate.

On April 17, 2023, the Company and DSSI, mutually agreed in a subsequent Letter Agreement (the “Second DSSI Letter Agreement”) to a mutual settlement of the interest accrued on the 2022 Note between January 1, 2023, through and including March 31, 2023. In accordance with the Second DSSI Letter Agreement, the Company agreed to issue 28,877,005 shares of the Company’s Common Stock, at a price per share of $0.0187 in lieu of cash payment to satisfy the accrued and unpaid interest between January 1, 2023, through and including March 31, 2023, equal to $539,806 owed to DSSI under the Second DSSI Letter Agreement. The Company’s shares were trading at $0.0180 on April 17, 2023.

As of June 30, 2023, and March 31, 2023, 376,328,885 shares and 347,451,880 shares, respectively, of our Class A Common Stock remained issued and outstanding. As of June 30, 2023, and March 31, 2023, there were no shares of the Company’s Class B Common Stock outstanding.

NOTE 14 - RELATED PARTY TRANSACTIONS

Decentralized Sharing Systems, Inc.

In July 2020, the Company and Heng Fai Ambrose Chan, a Director of the Company, entered into a Stock Purchase and Share Subscription Agreement (the “SPA Agreement”) pursuant to which Mr. Chan invested $3.0 million in the Company and the Company agreed to issue 30.0 million shares of the Company’s Class A Common Stock and a fully vested Stock Warrant to purchase up to 10.0 million shares of the Company’s Class A Common Stock at an exercise price of $0.20 per share. Concurrently with the SPA Agreement, Mr. Chan and DSS, then a major shareholder of the Company, entered into an Assignment and Assumption Agreement pursuant to which Mr. Chan assigned to DSS all interests in the SPA Agreement. In July 2020, the Company issued 30.0 million of its Class A Common Stock pursuant to the SPA Agreement. The Stock Warrant issued pursuant to the SPA Agreement expires on the third anniversary from the issuance date, unless exercised earlier.

In April 2021, the Company and DSSI entered into a Securities Purchase Agreement, pursuant to which DSSI granted a $30.0 million loan to the Company in exchange for: (a) a Convertible Promissory Note in the principal amount of $30.0 million (the “Note”) in favor of DSSI, and (b) a detachable Stock Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share. At any time during the term of the Note, all or part of the Note, including the principal amount less unamortized prepaid interest, if any, plus any accrued interest can be converted into shares of the Company’s Class A Common Stock at the rate of $0.20 per share, at the option of the holder. Under the terms of the loan agreement, the Company agreed to pay to DSSI a loan origination fee of $3.0 million, payable in shares of the Company’s Class A Common Stock, with the number of shares to be calculated at the rate of $0.20 per share. In April 2021, Sharing Services issued 27.0 million shares of its Class A Common Stock to DSSI, including 15.0 million shares in payment of the loan origination fee and 12.0 million shares in prepayment of interest on a loan for the first year.

In December 2021, the Company and DSSI entered into a Stock Purchase and Share Subscription Agreement pursuant to which DSSI invested $3,000,000 in the Company in exchange for 50.0 million shares of Class A Common Stock (the “Shares”) and stock warrants (the “Stock Warrants”) to purchase up to 50.0 million shares of the Company’s Class A Common Stock. The Stock Warrants are fully vested, have a term of five (5) years and are exercisable at any time prior to expiration, at the option of DSSI, at a per share price equal to $0.063. On the effective date of the Stock Purchase and Share Subscription Agreement, the closing price for the Company’s common stock was $0.075 per share and the Company recognized a deemed dividend of $2.3 million in connection with the transaction.

In January 2022, the Company and DSS who, together with its subsidiaries, is currently a major shareholder of the Company, entered into a one-year Business Consulting Agreement (the “Consulting Agreement”) pursuant to which DSS will provide to the Company certain consulting services, as defined in the Consulting Agreement. The Consulting Agreement may be terminated by either party on a 60-day’s written notice. In connection with the Consulting Agreement, the Company agreed to pay DSS a flat monthly fee of sixty thousand dollars ($60,000) and DSS received a fully vested detachable Stock Warrant to purchase up to 50.0 million shares of the Company’s Class A Common Stock, at the exercise price of $0.0001 per share. On the effective date of the Consulting Agreement, the closing price of the Company’s common stock was $0.07 per share and the fair value of the Stock Warrant was $3.5 million. The fair value of the Stock Warrant was amortized into consulting expense over the term of one year. During the three months ended June 30, 2022, the Company recognized consulting expense of $872,603, in connection with the Consulting Agreement. In February 2022, the Company issued 50.0 million shares of its Common Stock Class A to DSS in connection with exercise of the Stock Warrant.

On June 15, 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock (the “Warrant”), at $0.033 per share, in exchange for the $27.0 million. The 2022 Note bears interest at the annual rate of 8% and is due and payable on demand or, if no demand, on May 1, 2024. At any time during the term of the 2022 Note, all or part of the Note may be converted into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder.

In connection with the loan, the Company agreed to pay to DSSI a loan Origination Fee of $270,000. In addition, DSSI agreed to surrender to the Company all DSSI’s rights pursuant to: (a) a certain Convertible Promissory Note in the principal amount of $30.0 million issued by the Company in April 2021 in favor of DSSI, and (b) a certain detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share, issued concurrently with such $30.0 million note.

On March 24, 2023, the Company, DSS and DSSI, entered into a Securities Exchange and Amendment Agreement (the “Agreement”) pursuant to which the parties agreed to: (1) exchange and surrender of the Assigned 60 million Warrants in exchange for 693,194 shares of the Company’s Class A common stock; (2) exchange and surrender the Service Warrants of 818,181,819 warrants for 9,452,647 shares of the Company’s Class A common stock; (3) exchange and surrender the DSSI Warrants; and (4) amend the 2022 Note by removing all conversion rights granted by the 2022 Note in exchange for 14,854,159 shares of the Company’s Class A common stock. The Company issued 25,000,000 shares of the Company’s Class A Common Stock in full satisfaction, exchange and payment for the exchanges and amendments set forth in the Agreement. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity instruments was recognized as a deemed dividend on the Company’s consolidated financial statements.

On April 17, 2023, the Company and DSSI mutually agreed in a subsequent Letter Agreement (the “Second DSSI Letter Agreement”) to a mutual settlement of the interest accrued on the 2022 Note between January 1, 2023, through and including March 31, 2023. In accordance with the Second DSSI Letter Agreement, the Company agreed to issue 28,877,005 shares of the Company’s Common Stock, at a price per share of $0.0187 in lieu of cash payment to satisfy the accrued and unpaid interest between January 1, 2023, through and including March 31, 2023, in the amount of $539,806 owed to DSSI.

On May 4, 2023, DSS and DSSI distributed, in the aggregate, 280,528,500 shares of SHRG they then held to DSS, Inc. shareholders in connection with the Form S-1 (file no. 333-271184) initially filed with the Securities and Exchange Commission on April 7, 2023, and declared effective on April 25, 2023. Accordingly, after the distribution, DSS ceased to be a majority shareholder of the Company.

Effective June 30, 2023, subject to the terms of a certain Loan Purchase Contract, Assignment of Note and Liens and Other Loan Documents, and Note Allonge document, DSSI purchased from SHRG a Stemtech promissory note in the amount of $1.4 million, along with all SHRG’s rights in any Stemtech warrants, for a purchase price of $1.1 million, with the financial terms generally summarized as follows: (a) DSSI pays the $1.1 million purchase price by crediting the $27.0 million loan, first to interest and then to principal, and (b) DSSI acquired ownership of certain $1.4 million promissory note payable by Stemtech, free and clear of any liens, and any equity or warrant interest in the Stemtech that SHRG may have held. As of June 30, 2023, as a result of the transaction, the Company no longer has an investment in Stemtech.

As of June 30, 2023, DSS and its subsidiaries owned, in the aggregate, 24.8 million shares of the Company’s Class A Common Stock. Heng Fai Ambrose Chan, Frank D. Heuszel, and John (“JT”) Thatch, each a Director of the Company, also serve on the Board of Directors of DSS. Mr. Chan serves as Chairman of the Board of Directors of the Company. Mr. Thatch also serves as President, CEO and Vice Chairman of the Board of Directors of the Company.

Alset Title Company, Inc.

In December 2021, Sharing Services, through one of its subsidiaries, purchased an office building in Lindon, Utah for $8,942,640. In connection therewith, Alset Title Company, Inc. (“Alset Title”), a subsidiary of DSS, acted as escrow and closing agent for the transaction, at no cost. DSS, together with its subsidiaries, is a major shareholder of the Company.

Hapi Café, Inc.

In November 2021, Sharing Services and Hapi Café, Inc., a company affiliated with Heng Fai Ambrose Chan, a Director of the Company, entered into a Master Franchise Agreement pursuant to which Sharing Services acquired the exclusive franchise rights in North America to the brand “Hapi Café.” Under the terms, Sharing Services, directly or through its subsidiaries, has the right to operate no less than five (5) corporate-owned stores and can offer to the public sub-franchise rights to own and operate other stores, subject to the terms and conditions contained in the Master Franchise Agreement.

American Pacific Bancorp

On June 15, 2022, Sharing Services, through one of its subsidiaries, entered into a secured real estate promissory note with American Pacific Bancorp, Inc. (“APB”), and the Company entered into a Loan Agreement pursuant to which APB loaned the Company approximately $5.7 million. The loan bears interest at the annual rate of 8% matures on June 1, 2024, is payable in equal monthly instalments of $43,897 commencing on July 1, 2022 (with the remainder due on June 1, 2024). The loan is secured by a first mortgage interest on the Company’s Lindon, Utah office building. In connection with this loan, the Company received net proceeds of $5,522,829 from APB on June 17, 2022. APB is a subsidiary of DSS. Heng Fai Ambrose Chan, Frank D. Heuszel and John “JT” Thatch, each a Director of the Company, also serve on the Board of Directors of DSS, and Messrs. Chan and Heuszel also serve on the Board of Directors of APB.

On August 11, 2022, the Company executed a revolving credit promissory note with APB pursuant to which the Company has access to advances with a maximum principal balance not to exceed the principal sum of $10.0 million. The APB Revolving Note is collateralized by the assets of the Company, and it bears interest at the annual rate of 8% and such interest shall be due and payable quarterly as it accrues on the outstanding balance. On December 9, 2022, APB and the Company mutually agreed to limit and/or end any further commitment by APB to fund or to readvance under the terms of the APB Revolving Note to $6.0 million.

As discussed above, effective June 30, 2023 subject to the terms of an Assignment of Limited Liability Company Interests agreement, DSSI purchased the SHRG subsidiary, Linden Real Estate Holdings LLC, with the financial terms generally summarized as follows: (a) DSSI assumed approximately $7.24 million in SHRG liabilities (namely, all amounts due under the APB Loan and the APB Revolving Note), (b) DSSI credited SHRG $239,790 towards accrued interest payable under the 2022 Note (the “$27.0 million loan”), and (c) DSSI acquired ownership of Linden Real Estate Holdings LLC, with its sole asset being a commercial lot and commercial building located in Lindon, Utah, subject to the assumed indebtedness.

HWH International, Inc.

In October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $50,000 (the “Note”) to HWH International, Inc. (“HWH” or the “Holder”). HWH is affiliated with Heng Fai Ambrose Chan, who became a Director of the Company in April 2020. The Note is convertible into 333,333 shares of the Company’s Common Stock. Concurrent with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the Company’s Common Stock, at an exercise price of $0.15 per share. Under the terms of the Note and the detachable stock warrant, the Holder is entitled to certain financing rights. If the Company enters into more favorable transactions with a third-party investor, it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical. On August 9, 2022, HWH and the Company executed an agreement to settle the Note and cancel the related stock warrant for $78,635.62, which amount represents the principal plus accrued interest. The Company made the payment to HWH on August 9, 2022.

HWH World, Inc.

A subsidiary of the Company operating in the Republic of Korea subleases office space, on a month-to-month basis, from HWH World, Inc. (“HWH World”), until June 30, 2023, a subsidiary of DSS and a company affiliated with Heng Fai Ambrose Chan, a Director of the Company. Pursuant to the terms of the sublease agreement, the Company recognized a right-of-use asset and an operating lease liability of $261,835 in connection therewith. In May 2022, the Company and HWH World amended the related sublease agreement to significantly reduce the space subleased by the Company and the related rent obligation. On June 30, 2022, the right-of-use asset and liability were written off and a new month-to-month rental agreement was entered into for the reduced space subleased by the Company. The company recognized $936 in rent expense in connection with the new lease.

In September 2021, the Company and HWH World entered into an Advisory Agreement pursuant to which the Company provides strategic advisory services to HWH World in connection with its North America expansion plans in exchange for a monthly fee of $10,000. The Advisory Agreement was terminated during the three months ended June 30, 2022.

On July 1, 2023, the Company and DSSI, entered into a Securities Purchase Agreement, pursuant to which the Company purchased 1,000 shares of common stock, par value $0.001 per share, (the “Shares”) representing all of the issued and outstanding shares of common stock of HWH World, Inc., a Texas corporation (“HWHW”). The Company purchased the Shares for a consideration of (i) $10 paid immediately in cash, and (ii) up to $711,300 payable from the gross proceeds generated from the sale of HWHW’s inventory, payable quarterly, and as described in detail in the Securities Purchase Agreement.

Alchemist Holdings, LLC

In June 2020, the Company and a former Company officer entered into a Settlement Accommodation Agreement and an Amended and Restated Founder Consulting Agreement pursuant to which the Company and the former officer agreed to settle all existing disputes between them, the former officer agreed to continue to provide certain consulting services to the Company, and the Company agreed to pay certain amounts to the former officer. The Company recognized a settlement liability of $2.0 million in connection therewith.

In May 2022, the Company and certain of its subsidiaries, on the one hand, and Alchemist Holdings, LLC, the former officer discussed in the preceding paragraph and certain entities affiliated with the former officer, on the other hand, entered into a Confidential Settlement Agreement with Mutual Releases (the “May 2022 Settlement Agreement”) pursuant to which the parties amicably settled all claims and disputes among them; (b) the former officer sold to the Company 26,091,136 shares of the Company’s common stock then under the voting and dispositive control of the former officer; (c) the Company made a one-time payment of $1,043,645; and (d) the Company and its relevant subsidiaries, on the one hand, and the former officer and relevant entities affiliated with the former officer, on the other hand, exchanged customary mutual releases of any prior obligations among them. On May 19, 2022, the closing price for the Company’s common stock was $0.25 per share. In the fiscal year ended March 31, 2023, the Company measured and recognized the repurchase of its common stock at its fair value of $652,278, derecognized its remaining liability under the Co-Founder’s Agreement, and recognized a recovery of $324,230 in connection with the previously recognized loss related to the Co-Founder’s Agreement. As of each June 30, 2023, and March 31, 2023, the settlement liability balance is $0.

The Company subleases warehouse and office space from Alchemist, a 10% shareholder of the Company on a month-to-month basis until May 2022. For the three months ended June 30, 2023, 2022, rent expense associated with such sublease agreement was $104,000 and $105,000, respectively.

NOTE 15 – STOCK-BASED COMPENSATION

Stock Warrants

Stock Warrants Issued to Directors, Officers and Employees

In January 2022, the Company and DSS who, together with its subsidiaries, was then a majority shareholder of the Company, entered into a one-year Business Consulting Agreement (the “Consulting Agreement”) pursuant to which the DSS would provide to the Company certain consulting services, as defined in the Consulting Agreement. In connection with the Consulting Agreement, the Company agreed to pay DSS and flat monthly fee of sixty thousand dollars ($60,000) and DSS received a fully vested detachable Stock Warrant to purchase up to 50.0 million shares of the Company’s Class A Common Stock, at the exercise price of $0.0001 per share. On the effective date of the Consulting Agreement, the closing price of the Company’s common stock was $0.07 per share and the fair value of the Stock Warrant was $3.5 million. The fair value of the Stock Warrant was amortized into consulting expense over the term of one year. During the three months ended June 30, 2023, and 2022, the Company recognized consulting expense of $0 and $872,603 million, respectively, in connection with the Consulting Agreement. In February 2023, the Company issued 50.0 million shares of its Common Stock Class A to DSS in connection with exercise of the Stock Warrant.

In June 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock (the “Warrant”), at $0.033 per share. At any time during the term of the 2022 Note, all or part of the Note was convertible into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. In connection with the SPA, DSSI surrendered to the Company all DSSI’s rights pursuant to: (a) the Convertible Promissory Note in the principal amount of $30.0 million discussed in the preceding paragraph, and (b) the detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock discussed in the preceding paragraph. In March 2023, the parties entered into a Securities Exchange and Amendment Agreement pursuant to which the parties agreed to amend the 2022 Note by removing the conversion rights granted by the 2022 Note. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity instruments was recognized as a deemed dividend in the Company’s financial statements in the fiscal year ended March 31, 2023.

In the fiscal year ended March 31, 2023, the Company issued a fully vested warrant to purchase up to 8,444,663 shares of the Company’s Common Stock, at the exercise price of $0.0001 per share, to the Company’s CEO John “JT” Thatch. The fair value of the warrant on the grant date was $109,780.

During fiscal year 2020, subsidiaries of the Company entered multi-year employment agreements with its key employees. In general, each employment contract contained a fully vested initial grant of warrants exercisable at a fixed exercise price and, provided for subsequent grants that were exercisable at a discounted price based on the 10-day average stock price determined at the time of exercise. The subsequent grants would vest at each anniversary date of the employment agreement effective date. The Company begins recognizing the compensatory nature of the warrants at the service inception date and ceases recognition at the vesting date. Due to the variable nature of the exercise price for some grants, the Company will continue to recognize expense (or benefit) after the end of the service period until the warrants are exercised or expire. As such, the Company disclosures below are based on either (i) the fixed exercise price of the warrant; or (ii) the variable exercise price of the warrant as determined on the last day of the period.

During the three months ended June 30, 2023, and 2022, the Company recognized a compensatory gain of $0 and $114,960, respectively, in connection with grants with a variable exercise price after service is completed.

NOTE 16 – LEASES

The Company leases space for its offices and warehouse space, under lease agreements classified as “operating leases’” as defined in ASC Topic 842.

The Company leases space for its corporate headquarters, warehouse space, automobiles, and office and other equipment, under lease agreements classified as operating leases. The Company has remaining lease terms of approximately 1 to 10 years on the remaining Leases. Leases with an initial term in excess of 12 months are recognized on the consolidated balance sheet based on the present value of future lease payments over the defined lease term at the lease commencement date. Future lease payments were discounted using an implicit rate of 10% to 12% in connection with most leases.

The following information pertains to the Company’s leases as of the balance sheet dates indicated:

Assets	Classification	June 30, 2023		March 31, 2023
Operating leases	Right-of-use assets, net	$	437,419	$	448,240
Total lease assets		$	437,419	$	448,240

Liabilities
Operating leases	Accrued and other current liabilities	$	44,273	$	41,385
Operating leases	Lease liability, long-term		427,203		440,478
Total lease liabilities		$	471,476	$	481,863

The following information pertains to the Company’s leases for the periods indicated:

SCHEDULE OF OPERATING LEASE COSTS

		Three Months Ended June 30,
Lease cost	Classification	2023		2022
Operating lease cost	General and administrative expenses	$	27,534	$	23,178
Operating lease cost	Depreciation and amortization		-		-
Operating lease cost	Interest expense, net		-		-
Total lease cost		$	27,534	$	23,178

The Company’s lease liabilities are payable as follows:

Twelve months ending June 30,	Amount
2024	$	98,672
2025		101,452
2026		104,231
2027		107,011
2028		109,790
Thereafter		169,550
Total remaining payments		690,706
Less imputed interest		(219,230	)
Total lease liability	$	471,476

NOTE 17 – COMMITMENTS AND CONTINGENCIES

Legal Matters in General

The Company has incurred several claims in the normal course of business. The Company believes such claims can be resolved without any material adverse effect on our consolidated financial position, results of operations, or cash flows.

The Company maintains certain liability insurance. However, certain costs of defending lawsuits are not covered by or only partially covered by its insurance policies, including claims that are below insurance deductibles. Additionally, insurance carriers could refuse to cover certain claims, in whole or in part. The Company accrues costs to defend itself from litigation as they are incurred.

The outcome of litigation is uncertain, and despite management’s view of the merits of any litigation, or the reasonableness of the Company’s estimates and reserves, the Company’s financial statements could nonetheless be materially affected by an adverse judgment. The Company believes it has adequately reserved for the contingencies arising from current legal matters where an outcome was deemed to be probable, and the loss amount could be reasonably estimated. No provision for legal matters was deemed necessary at June 30, 2023.

Legal Proceedings

The Company from time to time is involved in various claims and lawsuits incidental to the conduct of its business in the ordinary course. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, results of operations or cash flows.

(a)	Case No. 4:20-cv-00946; Dennis Burback, Ken Eddy and Mark Andersen v. Robert Oblon, Jordan Brock, Jeff Bollinger, Four Oceans Global, LLC, Four Oceans Holdings, Inc., Alchemist Holdings, LLC, Elepreneurs U.S., LLC, Elevacity U.S., LLC, Sharing Services Global Corporation, Custom Travel Holdings, Inc., and Does 1-5, pending in the United States District Court for the Eastern District of Texas. On December 11, 2020, three investors in Four Oceans Global, LLC filed a lawsuit against the Company, its affiliated entities, and other persons and entities related to an investment made by the three Plaintiffs in 2015. The Company and its affiliated entities filed an answer denying the three investors’ claims. Plaintiffs filed a First Amended Complaint on October 14, 2021. The Company and its affiliated entities responded in November 2021 by filing a Motion to Dismiss the claims contained in the Amended Complaint. The Motion was granted on July 20, 2022, by Court Order dismissing with prejudice the Company and all affiliated entities from the lawsuit. In early August 2022, Plaintiffs on their own motion moved to dismiss all claims against the remaining parties in the case to enable the Order of Dismissal to become an appealable, final Order. On September 7, 2022, Plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Fifth Circuit. The Plaintiffs filed their Proposed Sufficient Brief of Appellants with the Fifth Circuit on January 2, 2023. The Company filed e a Response Brief on February 22, 2023. The appeal is still pending as of June 30, 2023.

(b)	Case No. 4:21-cv-00026; Elepreneurs Holdings, LLC d/b/a Elepreneur, LLC, Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC, and SHRG IP Holdings, LLC v. Lori Ann Benson, Andrea Althaus and Lindsey Buboltz, pending in the United States District Court for the Eastern District of Texas. On December 31, 2020, the Company filed suit against three former distributors and obtained injunctive relief from the 429^thJudicial District of Collin County, Texas. The lawsuit was removed by the three former distributors to federal court. The Company subsequently obtained injunctive relief from the federal court. The parties settled their disputes, and a Joint Motion for Final Dismissal was entered on October 7, 2022.

(c)	Case No. 429-01137-2022; Elevacity U.S., LLC d/b/a The Happy Co. and Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC v. Mark Willodson, Judy Willodson and Valentus, Inc., pending in the 429^th Judicial District Court of Collin County, Texas. On March 9, 2022, the Company filed suit against a competitor and former distributors. On April 4, 2023, this legal proceeding was settled between the parties.

(d)	Case No. 9:22-cv-00146; Travel Gig, LLC and Happitravel, LLC v. Sharing Services Global Corporation, SHRG IP Holdings, LLC; Global Travel Destinations, LLC., and Does 1-25, pending in the United States District Court for the District of Montana. On September 7, 2022, Plaintiffs filed a lawsuit against the Company and two affiliated entities alleging trademark infringement concerning the Company’s affiliated travel entity. Plaintiffs filed a motion seeking a Preliminary Injunction and the Court set a hearing on the motion for November 1, 2022. On December 30, 2022, the Plaintiffs filed a status report to the Court that a settlement had been reached. On February 2, 2023, the Parties filed a Joint Motion for Dismissal. The Court entered a Dismissal with Prejudice on February 6, 2023.
(e)	Case No. 4:22-cv-00042; Elevacity U.S., LLC d/b/a The Happy Co. and Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC v. Brian Christopher Schweda, Jr., pending in the United States District Court for the Eastern District of Texas. On January 20, 2022, the Company filed suit against a former distributor. On April 10, 2023, this legal proceeding was settled between the parties.

(f)	Case No. 4:22-cv-00047; Elevacity U.S., LLC d/b/a The Happy Co. and Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC v. Kimberley McLean, pending in the United States District Court for the Eastern District of Texas. On January 20, 2022, the Company filed suit against a former distributor. On April 10, 2023, this legal proceeding was settled between the parties.

NOTE 18 - FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

Our financial instruments consist of cash equivalents, if any, accounts receivable, notes receivable, investments in unconsolidated entities, accounts payable and notes payable. The carrying amounts of cash equivalents, if any, trade accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these financial instruments.

Consistent with the valuation hierarchy contained in ASC Topic 820, we categorized certain of our financial assets and liabilities as follows:

	Total		Level 1		Level 2		Level 3
	June 30, 2023
	Total		Level 1		Level 2		Level 3
Assets

Investment in unconsolidated entities	$	-	$	-	$	-		-
Total assets	$	-	$	-	$	-	$	-
Liabilities

Notes payable	$	24,659,562	$	-	$	24,659,562	$	-
Notes payable	$	-	$	-	$	-		-
Total liabilities	$	24,659,562	$	-	$	24,659,562	$	-

	Total		Level 1		Level 2		Level 3
	As of March 31, 2023
	Total		Level 1		Level 2		Level 3
Assets
Investment in unconsolidated entities	$	206,231	$	-	$	-	$	206,231
Total assets	$	206,231	$	-	$	-	$	206,231
Liabilities

Notes payable	$	24,827,086	$	-	$	24,827,086		-
Total liabilities	$	24,827,086	$	-	$	24,827,086	$	-

NOTE 19 - SUBSEQUENT EVENTS

On July 1, 2023, the Company and DSSI, entered into a Securities Purchase Agreement, pursuant to which the Company purchased 1,000 shares of common stock, par value $0.001 per share, (the “HWHH Shares”) representing all of the issued and outstanding shares of common stock of HWHH Holdings, Inc., a Texas corporation (“HWHH”). The Company purchased the HWHH Shares for a consideration of (i) $10.00 paid immediately in cash, and (ii) up to $1,210,224 payable from the gross proceeds generated from the sale of HWHH’s inventory, payable quarterly, and as described in detail in the Securities Purchase Agreement.

On July 28, 2023, David Keene resigned as a member of the Board of Directors of the Company (the “Board”), effective immediately. Mr. Keene’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including its internal controls or financial related matters.

On August 1, 2023, Christian Zimmerman resigned as a member of the Board, effective immediately. Mr. Zimmerman’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including its internal controls or financial related matters.

On August 2, 2023, Castel B. Hibbert resigned as a member of the Board, effective immediately. Mr. Hibbert’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including its internal controls or financial related matters.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following section discusses management’s views of the financial condition and the results of operations and cash flows of Sharing Services Global Corporation and consolidated subsidiaries. This section should be read in conjunction with: (a) our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, and (b) our condensed consolidated financial statements included elsewhere in this Quarterly Report. This section may contain forward-looking statements. See “Cautionary Notice Regarding Forward-Looking Statements” above for a discussion of forward-looking statements.

Summary Results of Operations:

	Three Months Ended June 30,
	2023			2022			Increase (Decrease)			% Change
Net sales	$	2,878,121		$	5,303,618			(2,425,497	)		-45.7	%
Gross profit		2,032,292			3,646,590			(1,614,298	)		-44.3	%
Operating expenses		(3,708,562	)		(7,308,703	)		3,600,141			-49.3	%
Operating loss		(1,676,270	)		(3,662,113	)		1,985,843			-54.2	%
Non-Operating income (expense), net		(735,987	)		1,969,246			(2,705,233	)		-137.4	%
Loss before income taxes		(2,412,259	)		(1,692,867	)		(719,390	)		42.5	%
Income tax (benefit) expense		12,102			(339,857	)		351,959			-103.6	%
Net loss	$	(2,424,359	)	$	(1,353,010	)	$	(1,071,349	)		79.2	%

Highlights for the Three months ended June 30, 2023:

	●	For the three months ended June 30, 2023, our consolidated net sales decreased $2.4 million, or 45.7%, compared to the three months ended June 30, 2022.

	●	For the three months ended June 30, 2023, our consolidated gross profit decreased $1.6 million, or 44.3%, compared to the three months ended June 30, 2022. Our consolidated gross margin was 70.6% for the three months ended June 30, 2023, compared to 68.8% for the three months ended June 30, 2022.

	●	For the three months ended June 30, 2023, our consolidated operating expenses decreased $3.6 million, or 49.3%, compared to the three months ended June 30, 2022.

	●	For the three months ended June 30, 2023, our consolidated operating loss was $1.7 million, compared to $3.7 million for the three months ended June 30, 2022.

	●	For the three months ended June 30, 2023, our consolidated net non-operating expense was $0.7 million, compared to net non-operating income of $2.0 million for the three months ended June 30, 2022.

	●	For the three months ended June 30, 2023, our consolidated net loss was $2.4 million compared to $1.4 million for the three months ended June 30, 2022. For the three months ended June 30, 2023, and 2022, our diluted loss per share was $0.01 and $0.01, respectively

	●	For the three months ended June 30, 2023, our consolidated net cash used by operating activities was $1.8 million, compared to $3.8 million for the three months ended June 30, 2022.

	●	In June 2022, Sharing Services issued a Convertible Promissory Note in the principal amount of $27.0 million in favor of DSSI (the “2022 Note”), among other things, and rescinded the April 2021 Convertible Promissory Note in the principal amount of $30.0 million issued in April 2021.

	●	In April 2023, Sharing Services issued 28,877,005 shares of the Sharing Services’ Common Stock to DSSI in lieu of cash payment to satisfy the accrued and unpaid interest from January 1, 2023, through and including March 31, 2023, in the amount of $539,806, owed to DSSI in connection with the June 2022 Note discussed in the preceding item.

	●	In May 2023, DSS and DSSI distributed, in the aggregate, 280,528,500 shares of Sharing Services they then held to the shareholders of DSS, Inc. and DSS ceased to be a majority shareholder of the Company.

	●	Effective June 30, 2023, Sharing Services and DSSI entered into an agreement pursuant to which: (a) DSSI assumed approximately $7.24 million in liabilities of Sharing Services, secured by certain Commercial Real Estate, (b) DSSI credited Sharing Services $239,790 towards accrued interest payable under the June 2022 Note, and (c) DSSI acquired ownership from Sharing Services of a commercial lot and commercial building located in Lindon, Utah, subject to the assumed indebtedness.

	●	Effective June 30, 2023, Sharing Services and DSSI entered into an agreement pursuant to which DSSI purchased from Sharing Services a Stemtech promissory note in the amount of $1.4 million, along with all the Company’s rights in any Stemtech warrants, for a purchase price of $1.1 million, and DSSI paid the purchase price by crediting amounts owing under the June 2022 Note, first to interest and then to principal

	●	Effective June 30, 2023, Sharing Services and DSSI entered into an agreement pursuant to which DSSI purchased from Sharing Services promissory notes in the amount of $666,875 and related equity interests of 1044Pro LLC then held by Sharing Services, for a purchase price of $400,000, and DSSI paid the purchase price by crediting amounts owing under the June 2022 Note.

Overview

Summary Description of Business

Sharing Services Global Corporation and subsidiaries (“Sharing Services”, “we,” or the “Company”) aim to build shareholder value by developing or acquiring businesses and technologies 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 U.S. and Canada using a direct selling business model. In addition, the Company’s U.S. subsidiaries market our products and services through an independent sales force, using their proprietary websites, including: www.thehappyco.com.

The Company was incorporated in the State of Nevada on April 24, 2015.

As further discussed below, the Company intends to continue to grow its business both organically and by making strategic acquisitions from time to time of businesses and technologies that augment its product portfolio, complement its business competencies, and fit its growth strategy.

Convertible Notes and Borrowing Under Short-term Financing Arrangements

Historically, the Company has funded a substantial portion of its liquidity and cash needs through the intermittent issuance of convertible notes and borrowings under short-term financing arrangements, and through the intermittent issuance of equity securities. See “Liquidity and Capital Resources” below for additional information about the Company’s convertible notes and borrowings under short-term financing arrangements.

Industry and Business Trends

The information in “Industry and Business Trends” included in ITEM 1 — “Business” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, is incorporated herein by reference.

Strategic Profitable Growth Initiatives

The Company intends to grow its business by pursuing a multipronged growth strategy, that includes: (a) expanding its product offerings, both within the health and wellness category and in new product categories, (b) expanding its direct-to-consumer geographic footprint (primarily in Asia), and (c) launching its previously announced membership-based consumer travel products line worldwide. This growth strategy may also include the use of strategic acquisitions of businesses that augment the Company’s product and services portfolio, business competencies and geographic reach.

Results of Operations

The Three months ended June 30, 2023, Compared to the Three months ended June 30, 2022

Net Sales

For the three months ended June 30, 2023, our consolidated net sales decreased by $2.4 million, or 45.7%, to $2.9 million, compared to the three months ended June 30, 2022. The decrease in net sales mainly reflects: (a) continuation of the decline in consumer orders that we experienced since the fiscal year 2020, (b) a decline in independent distributor orders, in the number of new independent distributors and in the number of continuing active distributors, resulting, in part, from recent product reformulations and increased competition for independent distributors, and (c) the generally adverse impact on consumer buying trends resulting from the recent increase in consumer good prices and in energy costs in the U.S.

The $2.4 million decrease in consolidated net sales primarily reflects a decrease in the number of comparable product units sold.

During the three months ended June 30, 2023, and 2022, the Company derived substantially all its consolidated net sales from the sale of its health and wellness product line.

During the three months ended June 30, 2023, 68% of our net sales were to customers and 32% of our net sales were to our independent distributors.

Gross Profit

For the three months ended June 30, 2023, our consolidated gross profit decreased by $1.6 million, or 44.3%, to $2.0 million, compared to the three months ended June 30, 2022, and our consolidated gross margins were 70.6% and 68.8%, respectively. For the three months ended June 30, 2023, gross margin benefited from a decrease in shipping expenses and promotional pricing, as a percentage of sales.

Selling and Marketing Expenses

For the three months ended June 30, 2023, our consolidated selling and marketing expenses decreased by $1.3 million, to $1.4 million, or 49.4% of consolidated net sales, compared to $2.8 million, or 52.0% of consolidated net sales, for the three months ended June 30, 2022. The $1.3 million decrease in consolidated selling and marketing expenses is due primarily to lower sales commissions of $1.3 million (which reflects the decrease in our consolidated net sales discussed above).

General and Administrative Expenses

For the three months ended June 30, 2023, our consolidated general and administrative expenses (which include corporate employee compensation and benefits, stock-based compensation, professional fees, rent and other occupancy costs, certain consulting fees, telephone and information technology expenses, insurance premiums, and other administrative expenses) decreased by $2.3 million, to $2.3 million, or 79.5% of consolidated net sales compared to $4.6 million, or 85.8% of consolidated net sales, for the three months ended June 30, 2022. The $2.3 million decrease in consolidated general and administrative expenses was primarily due to lower consulting expense of approximately $1.1 million, and lower employee compensation and compensation-related benefits of $672,000 due to less headcount year over year.

Interest Expense, Net

For the three months ended June 30, 2023, our consolidated interest expense was $680,082, excluding amortization of debt discount and amortization of deferred financing costs of $515,728, and interest income of $289,999.

For the three months ended June 30, 2022, our consolidated interest expense was $143,086, excluding amortization of debt discount of $2.1 million and amortization of deferred financing costs of $400,000, and interest income of $42,033.

Gain (loss) on employee warrants liability

For the three months ended June 30, 2023, no compensatory gain or loss on employee warrants was recognized. For the three months ended June 30, 2022, $114,960 of compensatory gain on employee warrants was recognized.

Gain on Extinguishment of Debt

Effective June 30, 2023, the Company, and DSSI, entered into three transactions whereby such transactions offset certain liabilities through the sale of assets. The Company recognized the transactions as extinguishment of debt of $150,634, before income tax, in connection therewith.

Unrealized gain (loss) on investment

For the three months ended June 30, 2023, the Company recognized an unrealized loss, before income tax, of $78,632 in connection with its investment in Stemtech. For the three months ended June 30, 2022, the Company recognized unrealized gains, before income tax, of $4.9 million in connection with its investment in the Stemtech Convertible Note, the GNTW Warrant, and the shares of GNTW common stock.

Litigation Settlements and Other Non-operating Income/Expenses

For the three months ended June 30, 2023, and 2022, our net consolidated non-operating income includes recoveries on litigation settlements of $100,000 and $69,229, respectively, and other non-operating (expense) income of ($2,178) and $20,937, respectively.

Income Tax (Benefit) Provision

Income tax (benefit) provision includes current and deferred income taxes for both our domestic and foreign operations. Income from our international operations is subject to taxation in the countries in which we operate.

During the three months ended June 30, 2023, the Company recognized a current federal income tax provision of $3,176, and a state and local tax provision of $8,926. During the three months ended June 30, 2022, the Company recognized a current federal income tax benefit of $882,692, a provision for deferred federal income taxes of $552,445, and a state and local tax benefit of $9,610.

Net Loss and Loss per Share

As a result of the foregoing, for the three months ended June 30, 2023, our consolidated net loss was $2.4 million, compared to $1.4 million for the three months ended June 30, 2022. For the three months ended June 30, 2023, and June 30, 2022, our diluted loss per share was $0.01 and $0.00, respectively.

Liquidity and Capital Resources

We broadly define liquidity as our ability to generate sufficient cash, from internal and external sources, to meet our obligations and commitments. We believe that, for this purpose, liquidity cannot be considered separately from capital resources.

Working Capital

Working capital (total current assets minus total current liabilities). We had a deficiency in our working capital of approximately $26.8 million as of June 30, 2023, compared to $33.9 million as of March 31, 2023.

As of June 30, 2023, and March 31, 2023, our cash and cash equivalents were $1.4 million and $3.0 million, respectively. Based upon the current level of operations and anticipated investments necessary to grow our business, we believe that anticipated funds from operations will likely be sufficient to meet our working capital requirements over the next 12 months.

We have implemented measures to restructure our business operations and reduce our monthly cash burns and operating loss. Such measures include, and are not limited to, headcount reduction and elimination of certain overhead and consulting fees. Based upon the current level of operations and anticipated investments necessary to sustain/grow our business, we believe that existing cash balances and anticipated funds from operations will likely be sufficient to meet our working capital requirements over the next 12 months.

Historical Cash Flows

Historically, our primary sources of cash have been capital transactions involving the issuance of equity securities and secured and unsecured debt (See “Short-term Borrowings and Convertible Notes” below) and cash flows from operating activities; and our primary uses of cash have been for operating activities, capital expenditures, acquisitions, net cash advances to related parties, and debt repayments in the ordinary course of our business.

The following table summarizes our cash flow activities for the three months ended June 30, 2023, compared to the three months ended June 30, 2022:

	Three Months Ended June 30,
	2023			2022
Net cash used in operating activities	$	(1,788,977	)	$	(3,776,508	)
Net cash used in investing activities		-			(136,807	)
Net cash provided by financing activities		-			1,373,681
Impact of currency rate changes in cash		164,237			(30,140	)
Decrease in cash and cash equivalents	$	(1,624,740	)	$	(2,569,774	)

Net Cash Used in Operating Activities

For the three months ended June 30, 2023, net cash used in operating activities was $1.8 million, compared to $3.8 million for the three months ended June 30, 2022. The $2.0 million decrease was due to a decline in operating losses of $1.15 million (excluding non-cash items, such as depreciation and amortization, stock-based compensation expense, provision for obsolete inventory losses, amortization of debt discount, unrealized gain (loss) on investments, losses on impairment of investments in unconsolidated entities and notes receivable, and gains on extinguishment of debt), and a change in operating assets and liabilities of $835,301.

Net Cash Used in Investing Activities

For the three months ended June 30, 2023, net cash used in investing activities was $0, compared to $136,807 for the three months ended June 30, 2022. The $136,807 change was due to lower capital expenditures.

Net Cash Provided by Financing Activities

For the three months ended June 30, 2023, net cash used in financing activities was $0, compared to $1.4 million for the three months ended June 30, 2022. The decrease was due to lower proceeds from loans under promissory notes, net of loan repayments, of $2.4 million. The decrease was partially offset by lower Sharing Services common stock received in connection with a litigation settlement of $1.0 million.

Impact of currency rate changes in cash

For the three months ended June 30, 2023, the impact of currency rate changes in cash was $164,237, compared to $30,140 for the three months ended June 30, 2022. See Note 3 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, for information about our translation of foreign currency financial statements.

Legal Proceedings

The information contained in Note 17, COMMITMENTS AND CONTINGENCIES - Legal Proceedings, of the Notes to Condensed Consolidated Financial Statements located elsewhere in this Quarterly Report is incorporated herein by reference.

Potential Future Acquisitions

The Company, directly and through its subsidiaries, may make strategic acquisitions and purchases of equity interests in businesses that complement its business competencies and growth strategy. Such acquisitions and purchases of equity interests are expected to be funded with cash and cash equivalents, cash provided by operations, if any, and issuance of equity securities and debt.

Short-term Borrowings and Convertible Notes

Convertible Notes from Related Parties

Decentralized Sharing Systems, Inc. (“DSSI”)

In April 2021, the Company and DSSI which, together with DSS, Inc., is a major shareholder of the Company, entered into a Securities Purchase Agreement, pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $30.0 million (the “Note”) in favor of DSSI, and (b) a detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share, and DSSI loaned to the Company $30.0 million. At any time during the term of the Note, all or part of the Note, including principal, less unamortized prepaid interest, if any, plus any accrued interest and other fees was convertible into shares of the Company’s Class A Common Stock at the rate of $0.20 per share, at the option of the holder. As further discussed below, the Note and the detachable Warrant were redeemed in June 2022.

In June 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock (the “Warrant”), at $0.033 per share, in exchange for the $27.0 million. The 2022 Note bears interest at the annual rate of 8% and is due and payable on demand or, if no demand, on May 1, 2024. At any time during the term of the 2022 Note, all or part of the Note was convertible into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. In connection with SPA, DSSI surrendered to the Company all DSSI’s rights pursuant to: (a) a certain Convertible Promissory Note in the principal amount of $30.0 million issued by the Company in April 2021 in favor of DSSI, and (b) a certain detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share, issued concurrently with such $30.0 million note.

On February 3, 2023, the Company mutually agreed with DSS to enter into a Letter Agreement (the “DSS Letter

Agreement”), pursuant to which the Company and DSS have agreed to terminate and release all obligations of the Consulting Agreement effective as of December 31, 2022. In accordance with the DSS Letter Agreement, the Company also agreed to issue 33,333,333 shares of the Company’s Common Stock in lieu of cash payment to satisfy the accrued and unpaid service fees equal to $700,000 owed to DSS under the Consulting Agreement.

As of June 30, 2023, DSS and its affiliates owned, in the aggregate, 24,821,089 shares of the Company’s Class A Common Stock. Heng Fai Ambrose Chan, Frank D. Heuszel, and John (“JT”) Thatch, each a Director of the Company, also serve on the Board of Directors of DSS. Mr. Chan serves as Executive Chairman of the Board of Directors of the Company. Mr. Thatch serves as President, CEO and Vice Chairman of the Board of Directors of the Company.

American Pacific Bancorp, Inc.

On June 15, 2022, Sharing Services, through one of its subsidiaries, entered into a secured real estate promissory note with American Pacific Bancorp, Inc. (“APB”), and the Company entered into a Loan Agreement pursuant to which APB loaned the Company approximately $5.7 million (the “APB Loan”). The APB Loan bears interest at the annual rate of 8% matures on June 1, 2024, is payable in equal monthly instalments of $43,897 commencing on July 1, 2022 (with the remainder due on June 1, 2024). The loan is secured by a first mortgage interest on the Company’s Lindon, Utah office building. In connection with this loan, the Company received net proceeds of $5,522,829 from APB on June 17, 2022. APB is a subsidiary of DSS. Heng Fai Ambrose Chan, Frank D. Heuszel and John “JT” Thatch, each a Director of the Company, also serve on the Board of Directors of DSS, and Messrs. Chan and Heuszel also serve on the Board of Directors of APB.

Effective June 30, 2023 subject to the terms of an Assignment of Limited Liability Company Interests agreement, DSSI purchased the SHRG subsidiary, Linden Real Estate Holdings LLC, with the financial terms generally summarized as follows: (a) DSSI assumed approximately $7.24 million in SHRG liabilities (namely, all amounts due under the APB Loan and the APB Revolving Note), (b) DSSI credited SHRG $239,790 towards accrued interest payable under the 2022 Note, and (c) DSSI acquired ownership of Linden Real Estate Holdings LLC, with its sole asset being a commercial lot and commercial building located in Lindon, Utah, subject to the assumed indebtedness.

HWH International, Inc.

In October 2017, the Company issued a Convertible Promissory Note in the principal amount of $50,000 (the “Note”) to HWH International, Inc. (“HWH” or the “Holder”). HWH is affiliated with Heng Fai Ambrose Chan, who in April 2020 became a Director of the Company. The Note is convertible into 333,333 shares of the Company’s Common Stock. Concurrent with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the Company’s Common Stock, at an exercise price of $0.15 per share. Under the terms of the Note and the detachable stock warrant, the Holder is entitled to certain financing rights. If the Company enters into more favorable transactions with a third-party investor, it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical.

On August 9, 2022, HWH and the Company executed an agreement to settle the Note and cancel the related stock warrant for $78,636, which amount represents the principal plus accrued interest. The Company made the payment to HWH on August 9, 2022.

Capital Requirements

During the three months ended June 30, 2023, there were no capital expenditures for property and equipment (consisting of furniture and fixtures, computer equipment and software, other office equipment and leasehold improvements) in the ordinary course of our business.

Contractual Obligations

There were no material changes to our contractual cash obligations during the three months ended June 30, 2023.

Off-Balance Sheet Financing Arrangements

As of June 30, 2023, we had no off-balance sheet financing arrangements.

Inflation

In recent history, inflation has generally been low in the geographies where we operate. However, during the fiscal period covered by this Quarterly Report, the inflation rate in the United States averaged around 4%, primarily as a result of higher energy, housing, and food costs. Please see “Our business and financial performance could be adversely affected by inflation” contained in ITEM 1A, — “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

Critical Accounting Estimates

There were no material changes to the Company’s critical accounting estimates or assumptions since March 31, 2023.

Accounting Changes and Recent Accounting Pronouncements

For discussion of accounting changes and recent accounting pronouncements, see Note 3 of the Notes to Condensed Consolidated Financial Statements contained elsewhere in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company is a Smaller Reporting Company, as defined in Rule 12b-2 of the Exchange Act, and, accordingly, is not required to provide the information called for by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the fiscal period covered by this Quarterly Report, and concluded that, as of June 30, 2023, the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management and its Board of Directors, as appropriate to allow timely decisions regarding required disclosure.

Limitations on the Company’s Controls and Procedures. We do not expect that our disclosure controls and procedures will prevent all errors and all fraud. Any system of controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system will be met. Because of the limitations in all such systems, no evaluation can provide absolute assurance that all control issues and instances of fraud (if any) within the Company have been detected. Furthermore, the design of any system of disclosure controls and procedures is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how unlikely. Because of these inherent limitations in a cost-effective system of controls and procedures, misstatements and/or omissions due to error or fraud may occur undetected.

Changes in Internal Control over Financial Reporting. During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The information contained in Note 17, COMMITMENTS AND CONTINGENCIES - Legal Proceedings, of the Notes to Unaudited Condensed Consolidated Financial Statements located elsewhere in this Quarterly Report is incorporated herein by reference.

Item 1A. Risk Factors.

The factors contained in ITEM 1A, — “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, are incorporated herein by reference.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

(a) Unregistered Sales of Securities

None

(b) Not applicable

None

Item 3. Defaults Upon Senior Securities.

(a) Not applicable

(b) Not applicable

Item 4. Mining Safety Disclosures.

Not applicable

Item 5. Other Information.

None

Item 6. Exhibits.

The following exhibits are filed as part of this Quarterly Report unless otherwise indicated:

3.1		Third Amended and Restated Articles of Incorporation of Sharing Services Global Corporation, which is incorporated herein by reference from Exhibit A to the Company’s 2022 Proxy Statement on Schedule 14A filed on July 14, 2022

3.2		Bylaws of Sharing Services Global Corporation, which is incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 24, 2019

4.1		Certificate of Designation of Series A Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on May 8, 2017

4.2		Certificate of Designation of Series C Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.4 to the Company’s Current Report on Form 8-K filed on May 8, 2017

4.3		Convertible Promissory Note dated April 5, 2021, issued by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on April 9, 2021

4.4		Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock issued to Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.3 to the Company’s Current Report on Form 8-K filed on April 9, 2021

4.5		Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 29, 2021

4.6		Form of Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022

4.7		Form of Secured Advancing Convertible Promissory Note issued, in June 2022, by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 4.8 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

4.8		Form of Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock issued, in June 2022, by Sharing Service Global Corporation to Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 4.9 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

10.1		Securities Purchase Agreement dates as of April 5, 2021, by and among Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on April 9, 2021

10.2		Stock Purchase and Share Subscription Agreement dated as of December 23, 2021 by and among Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2021

10.3		Business Consulting Agreement dated January 24, 2022 by and between Sharing Service Global Corporation and DSS, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022

10.4		Form of Distributor Agreement of The Happy Co., which is incorporated herein by reference from Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed on June 10, 2021

10.5		2021 The Happy Co. Brand Partner Compensation Plan, which is incorporated herein by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed on June 10, 2021

10.6		Form of Securities Purchase Agreement entered into, in June 2022, by and among Sharing Services Global Corporation, and the Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

10.7		Form of Security Agreement made, in June 2022, by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

10.8		Form of Loan Agreement entered into, in June 2022,by and between LINDEN REAL ESTATE HOLDINGS, LLC and AMERICAN PACIFIC BANCORP, INC., which is incorporated herein by reference from Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

10.9		Form of DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT made, in June 2022, by LINDEN REAL ESTATE HOLDINGS, LLC in favor of Cottonwood Title Insurance Agency, Inc., for the benefit of American Pacific Bancorp, Inc., which is incorporated herein by reference from Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

10.10		Form of Demand Promissory Note issued, in June 2022, by LINDEN REAL ESTATE HOLDINGS, LLC in favor of AMERICAN PACIFIC BANCORP, INC., which is incorporated herein by reference from Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on June 21, 2022


10.11		Letter Agreement dated February 3, 2023, by and between Sharing Service Global Corporation and DSS, Inc., which is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 29, 2023

10.12		Letter Agreement dated February 28, 2023, by and between Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 29, 2023

10.13		Securities Exchange and Amendment Agreement dated March 24, 2023, by and between Sharing Service Global Corporation, DSS, Inc., and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 30, 2023

10.14		Letter Agreement dated April 17, 2023, by and between Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2023

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

101		The following financial information from our Quarterly Report on Form 10-Q for the three months ended June 30, 2022 and 2021, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss; (iii) the Condensed Consolidated Statements of Cash Flows and (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)*

*Included herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SHARING SERVICES GLOBAL CORPORATION
	(Registrant)

Date: August 11, 2023

	By:	/s/ John Thatch
		John Thatch
		President, Chief Executive Officer and Vice Chairman of the Board of Directors
		(Principal Executive Officer)

Date: August 11, 2023

	By:	/s/ Anthony S. Chan
		Anthony S Chan
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Thatch, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of Sharing Services Global Corporation;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 11, 2023

		By:	/s/ John Thatch
			John Thatch
			Chief Executive Officer

Exhibit 31.2

CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anthony S. Chan, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of Sharing Services Global Corporation;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 11, 2023

		By:	/s/ Anthony S. Chan
			Anthony S. Chan
			Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Sharing Services Global Corporation (the “Company”) on Form 10-Q for the three months ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Thatch, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		By:	/s/ John Thatch
			John Thatch
			Chief Executive Officer

Date:	August 11, 2023

Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Sharing Services Global Corporation (the “Company”) on Form 10-Q for the three months ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony S. Chan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		By:	/s/ Anthony S. Chan
			Anthony S. Chan
			Chief Financial Officer

Date:	August 11, 2023

Cover - shares	3 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 09, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--03-31
Entity File Number	000-55997
Entity Registrant Name	SHARING SERVICES GLOBAL CORPORATION
Entity Central Index Key	0001644488
Entity Tax Identification Number	30-0869786
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5200 Tennyson Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	(469)
Local Phone Number	304-9400
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		376,328,885
Entity Information, Former Legal or Registered Name	None

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Current Assets
Cash and cash equivalents	$ 1,370,146	$ 2,994,885
Trade accounts receivable, net	532,405	273,674
Inventory, net	1,477,563	1,636,120
Other current assets, net	1,063,245	527,827
Total Current Assets	4,443,359	5,432,506
Property and equipment, net	466,475	9,270,193
Right-of-use assets, net	437,419	448,240
Investment in unconsolidated entities, net		206,231
Intangible assets	509,558	545,372
Other assets	1,184,019	1,177,173
TOTAL ASSETS	7,040,830	17,079,715
Current Liabilities
Accounts payable	1,000,886	1,028,510
Accrued and other current liabilities	1,955,644	2,781,037
Accrued sales commission payable	2,148,162	2,357,643
State and local taxes payable	1,462,680	1,446,503
Note payable, related party, net of unamortized debt discount and unamortized deferred loan cost of $1,698,648 as of June 30, 2023, and $2,172,914 as of March 31, 2023, respectively	24,659,562	24,827,086
Total Current Liabilities	31,226,934	39,362,822
Lease liability, long-term	427,203	440,478
TOTAL LIABILITIES	31,654,137	39,803,300
Commitments and contingencies
Stockholders’ Deficit
Treasury Stock, 26,091,136 shares, at cost		(626,187)
Additional paid in capital	84,530,493	84,619,762
Shares to be issued	12,146	12,146
Accumulated deficit	(108,880,737)	(106,456,378)
Accumulated other comprehensive loss	(313,474)	(308,305)
Total Stockholders’ Deficit	(24,613,307)	(22,723,585)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	7,040,830	17,079,715
Series A Preferred Stock [Member]
Stockholders’ Deficit
Preferred stock value	310	310
Series B Preferred Stock [Member]
Stockholders’ Deficit
Preferred stock value
Series C Preferred Stock [Member]
Stockholders’ Deficit
Preferred stock value	322	322
Common Class A [Member]
Stockholders’ Deficit
Common stock value	37,633	34,745
Common Class B [Member]
Stockholders’ Deficit
Common stock value
Related Party [Member]
Current Liabilities
Loans payable, related party, net of unamortized debt discount and unamortized deferred loan cost of $202,779		$ 6,922,043

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	200,000,000	200,000,000
Treasury stock shares	26,091,136	26,091,136
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	3,100,000	3,100,000
Preferred stock, shares outstanding	3,100,000	3,100,000
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	3,220,000	3,220,000
Preferred stock, shares outstanding	3,220,000	3,220,000
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,990,000,000	1,990,000,000
Common stock, shares issued	376,328,885	347,451,880
Common stock, shares outstanding	376,328,885	347,451,880
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Notes Payable [Member]
Deferred loan costs	$ 202,779	$ 202,779
Convertible Notes Payable [Member]
Deferred loan costs	$ 1,698,648	$ 2,172,914

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Net sales	$ 2,878,121	$ 5,303,618
Cost of goods sold	845,829	1,657,028
Gross profit	2,032,292	3,646,590
Operating expenses
Selling and marketing expenses	1,421,490	2,757,800
General and administrative expenses	2,287,072	4,550,903
Total operating expenses	3,708,562	7,308,703
Operating loss	(1,676,270)	(3,662,113)
Other income (expense):
Interest expense, net	(905,811)	(3,120,054)
Gain on employee warrants liability		114,960
Gain on extinguishment of debt	150,634
Unrealized gain (loss) on investment	(78,632)	4,884,173
Other non-operating income, net	97,822	90,166
Total other income (expense), net	(735,987)	1,969,246
Loss before income taxes	(2,412,257)	(1,692,867)
Income tax provision (benefit)	12,102	(339,857)
Net loss	(2,424,359)	(1,353,010)
Other comprehensive loss, net of tax:
Currency translation adjustments	(5,169)	(144,267)
Total other comprehensive loss	(5,169)	(144,267)
Comprehensive loss	$ (2,429,528)	$ (1,497,277)
Loss per share:
Basic	$ (0.01)	$ (0.01)
Diluted	$ (0.01)	$ (0.01)
Weighted average shares:
Basic	370,934,280	278,315,485
Diluted	370,934,280	278,315,485

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,424,359)	$ (1,353,010)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	178,232	171,035
Stock-based compensation		(107,588)
Amortization of debt discount and other	515,728	3,412,427
Gain on extinguishment of debt	(150,634)	(324,229)
Gain on investments and other assets		(4,884,173)
Bad debt expense	39,933
Provision for obsolete inventory	15,847	108,055
Changes in operating assets and liabilities:
Accounts receivable	(498,196)	(206,163)
Inventory	(57,180)	(111)
Other current assets	189,881	298,812
Other assets		(19,950)
Accounts payable	(1,635)	374,997
Income taxes payable		(30,259)
Lease liability	123	4,162
Accrued and other liabilities	403,283	(1,220,513)
Net Cash Used in Operating Activities	(1,788,977)	(3,776,508)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property and equipment and other assets		(136,807)
Net Cash Used in Investing Activities		(136,807)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of promissory notes		5,687,500
Common stock received on litigation settlement		(1,043,645)
Retirement of loans		(3,270,174)
Net Cash Provided by Financing Activities		1,373,681
IMPACT OF CURRENCY RATE CHANGES ON CASH	164,237	(30,140)
Decrease in cash and cash equivalents	(1,624,740)	(2,569,774)
Cash and cash equivalents, beginning of period	2,994,885	17,023,266
Cash and cash equivalents, end of period	1,370,145	14,453,492
Supplemental cash flow information
Cash paid for interest		481,043
Cash paid for income taxes	550
Supplemented disclosure of non-cash investing and financing activities:
Sale of commercial real property in exchange for relief from related party loans and other liabilities	7,438,692
Sale of investments in exchange for relief from related party note and other liabilities	1,500,000
Common stock issued to settle accrued interest payable	$ 539,806

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Common Stock [Member] Common Class A and B [Member]	Additional Paid-in Capital [Member]	Shares To Be Issued [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance at Mar. 31, 2022	$ 310	$ 322	$ 28,892	$ 80,738,719	$ 12,146		$ (57,886,336)	$ (65,109)	$ 22,828,944
Beginning balance, shares at Mar. 31, 2022	3,100,000	3,220,000	288,923,969
Repurchase of shares of Common Stock						(626,187)			(626,187)
Currency translation adjustments								(144,267)	(144,267)
Net loss							(1,353,010)		(1,353,010)
Refinancing of debt and detachable warrants				1,211,547					1,211,547
Ending balance at Jun. 30, 2022	$ 310	$ 322	$ 28,892	81,950,266	12,146	(626,187)	(59,239,346)	(209,376)	21,917,027
Ending balance, shares at Jun. 30, 2022	3,100,000	3,220,000	288,923,969
Beginning balance at Mar. 31, 2023	$ 310	$ 322	$ 34,745	84,619,762	12,146	(626,187)	(106,456,378)	(308,305)	(22,723,585)
Beginning balance, shares at Mar. 31, 2023	3,100,000	3,220,000	347,451,880
Repurchase of shares of Common Stock				(626,187)		626,187
Common stock issued to settle accrued interest payable			$ 2,888	536,918					539,806
Common stock issued to settle accrued interest payable, shares			28,877,005
Currency translation adjustments								(5,169)	(5,169)
Net loss							(2,424,359)		(2,424,359)
Ending balance at Jun. 30, 2023	$ 310	$ 322	$ 37,633	$ 84,530,493	$ 12,146		$ (108,880,737)	$ (313,474)	$ (24,613,307)
Ending balance, shares at Jun. 30, 2023	3,100,000	3,220,000	376,328,885

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical)	3 Months Ended
	Jun. 30, 2022 shares
Statement of Stockholders' Equity [Abstract]
Repurchase of shares	26,091,136

ORGANIZATION AND BUSINESS

3 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS

NOTE 1 – ORGANIZATION AND BUSINESS

Description of Operations

GOING CONCERN

3 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2- GOING CONCERN

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Reclassifications

Certain reclassifications have been made to the prior periods’ data to conform with the current period’s presentation.

Use of Estimates and Assumptions

Cash and Cash Equivalents

Inventory

Other Assets

Loans Payable

Foreign Currency Translation

	South Korean Won per USD
	2023		2022
Exchange rate as of June 30		1,318.86		1,298.89
Average exchange rate for the three months ended June 30		1,315.28		1,167.39

Comprehensive Loss

For the three months ended June 30, 2023, and June 30, 2022, the Company’s comprehensive loss was comprised of currency translation adjustments and net loss.

Revenue Recognition

Sales Commissions

Recently Issued Accounting Standards - Pending Adoption

LOSS PER SHARE

3 Months Ended

Jun. 30, 2023

Loss per share:

LOSS PER SHARE

NOTE 4 – LOSS PER SHARE

The following table sets forth the computations of basic and diluted loss per share:

	2023			2022
	Three Months Ended June 30,
	2023			2022
Net loss	$	(2,424,359	)	$	(1,353,010	)
Weighted average basic shares		370,934,280			278,315,485
Weighted average diluted shares		370,934,280			278,315,485
Loss per share:
Basic	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)

The following potentially dilutive securities and instruments were outstanding as of June 30, 2023, and 2022, but excluded from the table above:

	2023		2022
	As of June 30,
	2023		2022
Convertible preferred stock		6,320,000		6,320,000
Convertible notes payable		-		135,377,975
Total potential incremental shares		6,320,000		141,697,975

NOTES RECEIVABLE, NET

3 Months Ended

Jun. 30, 2023

Receivables [Abstract]

NOTES RECEIVABLE, NET

NOTE 5 – NOTES RECEIVABLE, NET

INVENTORY, NET

3 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

INVENTORY, NET

NOTE 6 – INVENTORY, NET

SCHEDULE OF INVENTORY

	June 30, 2023			March 31, 2023

Finished Goods	$	2,373,166		$	2,517,046
Allowance for inventory obsolescence		(895,603	)		(880,926	)
Inventory, net	$	1,477,563		$	1,636,120

The following table reflects the activity in the allowance for inventory obsolescence for the periods presented:

	2023			2022
	Three Months Ended June 30,
	2023			2022
Balance at beginning of period	$	880,926		$	108,055
Provision for estimated obsolescence		15,847			-
Write-offs and recoveries		(1,170	)		-
Balance at end of period	$	895,603		$	108,055

OTHER CURRENT ASSETS, NET

3 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER CURRENT ASSETS, NET

NOTE 7 – OTHER CURRENT ASSETS, NET

Other current assets consist of the following:

	June 30, 2023			March 31, 2023
Inventory-related deposits	$	334,294		$	288,649
Accounts receivable, related parties		274,137			167,578
Prepaid insurance and other operational expenses		56,548			105,652
Deposits for sales events		-			120,614
Prepaid interest, related party		552,000			-
Right to recover asset		21,907			20,975
Subtotal		1,238,886			703,468
Less: allowance for losses		(175,641	)		(175,641	)
Other current assets	$	1,063,245		$	527,827

INVESTMENT IN UNCONSOLIDATED ENTITIES, NET

3 Months Ended

Jun. 30, 2023

Investments, All Other Investments [Abstract]

INVESTMENT IN UNCONSOLIDATED ENTITIES, NET

NOTE 8 – INVESTMENT IN UNCONSOLIDATED ENTITIES, NET

Investment in unconsolidated entities consists of the following:

	June 30, 2023			March 31, 2023
Investment in detachable GNTW stock warrant	$	-		$	143,641
Investment in GNTW common stock		-			18,300
Investment in Stemtech convertible note		-			44,290
Investment in MojiLife, LLC		1,537,000			1,537,000
Subtotal		1,537,000			1,743,231
Less, allowance for impairment losses		(1,537,000	)		(1,537,000	)
Investments	$	-		$	206,231

PROPERTY AND EQUIPMENT, NET

3 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 9 – PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

SUMMARY OF PROPERTY AND EQUIPMENT

	June 30, 2023			March 31, 2023
Building and building improvements	$	-		$	8,952,555
Computer software		1,024,274			1,024,274
Furniture and fixtures		237,042			237,042
Computer equipment		220,264			220,264
Leasehold improvements and other		394,306			394,306
Total property and equipment		1,875,886			10,828,441
Accumulated depreciation and amortization		(1,409,411	)		(1,558,248	)
Property and equipment, net	$	466,475		$	9,270,193

ACCRUED AND OTHER CURRENT LIABILITIES

3 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

ACCRUED AND OTHER CURRENT LIABILITIES

NOTE 10 – ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following:

	June 30, 2023		March 31, 2023
Deferred sales revenues	$	284,231	$	246,811
Liability associated with uncertain tax positions		925,795		925,795
Accrued interest payable		-		536,123
Payroll and employee benefits		149,732		329,762
Lease liability, current portion		44,273		41,385
Other accruals		551,613		701,161
Accrued and other current liabilities	$	1,955,644	$	2,781,037

NOTE PAYABLE, RELATED PARTY

3 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

NOTE PAYABLE, RELATED PARTY

NOTE 11 - NOTE PAYABLE, RELATED PARTY

Note payable, related party, consists of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Issuance Date	Maturity Date	Interest Rate			Conversion Price (per share)		June 30, 2023			March 31, 2023
June 2022	June 2024		8	%	$	N/A	$	26,358,210		$	27,000,000
Unamortized debt discount and deferred financing costs								(1,698,648	)		(2,172,914	)
								24,659,562			24,827,086
Less: current portion of note payable								24,659,562			24,827,086
Long-term note payable							$	-		$	-

INCOME TAXES

3 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 12 – INCOME TAXES

The statutory rates for our domestic and our material foreign operations are as follows for the periods shown:

Country	2023			2022
United States		21	%		21	%
Republic of Korea		21	%		21	%
Effective Income Tax Rate		21	%		21	%

Our consolidated effective income tax rate reconciliation is as follows:

	2023			2022
	Three Months Ended June 30,
	2023			2022
Federal statutory rate		21.0	%		21.0	%
State and local income taxes		(0.3	)		0.6
Permanent differences		0.8			-
Change in valuation allowance for NOL carry-forwards		(21.0	)		1.3
Stock warrant transactions and other items		-			(2.8	)
Effective income tax rate		0.5	%		20.1	%

Income taxes applicable to our foreign operations are not material in the periods presented.

STOCKHOLDERS’ EQUITY

3 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 13 - STOCKHOLDERS’ EQUITY

Common Stock

On June 15, 2022, the Company and DSSI which, together with DSS, is a major shareholder of the Company, entered into an agreement pursuant to which the Company issued, to DSSI: (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock at the exercise price of $0.033 per share. The 2022 Note bears interest at the annual rate of 8% and is due and payable on demand or, if no demand, on May 1, 2024. At any time during the term of the 2022 Note, all or part of the Note may be converted into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. Under the terms of the agreement, the Company agreed to pay to DSSI a loan origination fee of $270,000. In addition, DSSI agreed to surrender to the Company all DSSI’s rights pursuant to: (a) a certain Convertible Promissory Note in the principal amount of $30.0 million issued by the Company in April 2021 in favor of DSSI, and (b) a certain detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share, issued concurrently with such $30.0 million note. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity instruments was recognized as a capital contribution of $2.0 million in additional paid in capital on the Company’s consolidated balance sheet.

RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 14 - RELATED PARTY TRANSACTIONS

Decentralized Sharing Systems, Inc.

Effective June 30, 2023, subject to the terms of a certain Loan Purchase Contract, Assignment of Note and Liens and Other Loan Documents, and Note Allonge document, DSSI purchased from SHRG a Stemtech promissory note in the amount of $1.4 million, along with all SHRG’s rights in any Stemtech warrants, for a purchase price of $1.1 million, with the financial terms generally summarized as follows: (a) DSSI pays the $1.1 million purchase price by crediting the $27.0 million loan, first to interest and then to principal, and (b) DSSI acquired ownership of certain $1.4 million promissory note payable by Stemtech, free and clear of any liens, and any equity or warrant interest in the Stemtech that SHRG may have held. As of June 30, 2023, as a result of the transaction, the Company no longer has an investment in Stemtech.

Alset Title Company, Inc.

Hapi Café, Inc.

American Pacific Bancorp

HWH International, Inc.

HWH World, Inc.

Alchemist Holdings, LLC

STOCK-BASED COMPENSATION

3 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 15 – STOCK-BASED COMPENSATION

Stock Warrants

Stock Warrants Issued to Directors, Officers and Employees

LEASES

3 Months Ended

Jun. 30, 2023

Leases

LEASES

NOTE 16 – LEASES

The Company leases space for its offices and warehouse space, under lease agreements classified as “operating leases’” as defined in ASC Topic 842.

The following information pertains to the Company’s leases as of the balance sheet dates indicated:

Assets	Classification	June 30, 2023		March 31, 2023
Operating leases	Right-of-use assets, net	$	437,419	$	448,240
Total lease assets		$	437,419	$	448,240

Liabilities
Operating leases	Accrued and other current liabilities	$	44,273	$	41,385
Operating leases	Lease liability, long-term		427,203		440,478
Total lease liabilities		$	471,476	$	481,863

The following information pertains to the Company’s leases for the periods indicated:

SCHEDULE OF OPERATING LEASE COSTS

		Three Months Ended June 30,
Lease cost	Classification	2023		2022
Operating lease cost	General and administrative expenses	$	27,534	$	23,178
Operating lease cost	Depreciation and amortization		-		-
Operating lease cost	Interest expense, net		-		-
Total lease cost		$	27,534	$	23,178

The Company’s lease liabilities are payable as follows:

Twelve months ending June 30,	Amount
2024	$	98,672
2025		101,452
2026		104,231
2027		107,011
2028		109,790
Thereafter		169,550
Total remaining payments		690,706
Less imputed interest		(219,230	)
Total lease liability	$	471,476

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 17 – COMMITMENTS AND CONTINGENCIES

Legal Matters in General

Legal Proceedings

(a)	Case No. 4:20-cv-00946; Dennis Burback, Ken Eddy and Mark Andersen v. Robert Oblon, Jordan Brock, Jeff Bollinger, Four Oceans Global, LLC, Four Oceans Holdings, Inc., Alchemist Holdings, LLC, Elepreneurs U.S., LLC, Elevacity U.S., LLC, Sharing Services Global Corporation, Custom Travel Holdings, Inc., and Does 1-5, pending in the United States District Court for the Eastern District of Texas. On December 11, 2020, three investors in Four Oceans Global, LLC filed a lawsuit against the Company, its affiliated entities, and other persons and entities related to an investment made by the three Plaintiffs in 2015. The Company and its affiliated entities filed an answer denying the three investors’ claims. Plaintiffs filed a First Amended Complaint on October 14, 2021. The Company and its affiliated entities responded in November 2021 by filing a Motion to Dismiss the claims contained in the Amended Complaint. The Motion was granted on July 20, 2022, by Court Order dismissing with prejudice the Company and all affiliated entities from the lawsuit. In early August 2022, Plaintiffs on their own motion moved to dismiss all claims against the remaining parties in the case to enable the Order of Dismissal to become an appealable, final Order. On September 7, 2022, Plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Fifth Circuit. The Plaintiffs filed their Proposed Sufficient Brief of Appellants with the Fifth Circuit on January 2, 2023. The Company filed e a Response Brief on February 22, 2023. The appeal is still pending as of June 30, 2023.

(b)	Case No. 4:21-cv-00026; Elepreneurs Holdings, LLC d/b/a Elepreneur, LLC, Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC, and SHRG IP Holdings, LLC v. Lori Ann Benson, Andrea Althaus and Lindsey Buboltz, pending in the United States District Court for the Eastern District of Texas. On December 31, 2020, the Company filed suit against three former distributors and obtained injunctive relief from the 429^thJudicial District of Collin County, Texas. The lawsuit was removed by the three former distributors to federal court. The Company subsequently obtained injunctive relief from the federal court. The parties settled their disputes, and a Joint Motion for Final Dismissal was entered on October 7, 2022.

(c)	Case No. 429-01137-2022; Elevacity U.S., LLC d/b/a The Happy Co. and Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC v. Mark Willodson, Judy Willodson and Valentus, Inc., pending in the 429^th Judicial District Court of Collin County, Texas. On March 9, 2022, the Company filed suit against a competitor and former distributors. On April 4, 2023, this legal proceeding was settled between the parties.

(d)	Case No. 9:22-cv-00146; Travel Gig, LLC and Happitravel, LLC v. Sharing Services Global Corporation, SHRG IP Holdings, LLC; Global Travel Destinations, LLC., and Does 1-25, pending in the United States District Court for the District of Montana. On September 7, 2022, Plaintiffs filed a lawsuit against the Company and two affiliated entities alleging trademark infringement concerning the Company’s affiliated travel entity. Plaintiffs filed a motion seeking a Preliminary Injunction and the Court set a hearing on the motion for November 1, 2022. On December 30, 2022, the Plaintiffs filed a status report to the Court that a settlement had been reached. On February 2, 2023, the Parties filed a Joint Motion for Dismissal. The Court entered a Dismissal with Prejudice on February 6, 2023.
(e)	Case No. 4:22-cv-00042; Elevacity U.S., LLC d/b/a The Happy Co. and Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC v. Brian Christopher Schweda, Jr., pending in the United States District Court for the Eastern District of Texas. On January 20, 2022, the Company filed suit against a former distributor. On April 10, 2023, this legal proceeding was settled between the parties.

(f)	Case No. 4:22-cv-00047; Elevacity U.S., LLC d/b/a The Happy Co. and Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC v. Kimberley McLean, pending in the United States District Court for the Eastern District of Texas. On January 20, 2022, the Company filed suit against a former distributor. On April 10, 2023, this legal proceeding was settled between the parties.

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

3 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

NOTE 18 - FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

Consistent with the valuation hierarchy contained in ASC Topic 820, we categorized certain of our financial assets and liabilities as follows:

	Total		Level 1		Level 2		Level 3
	June 30, 2023
	Total		Level 1		Level 2		Level 3
Assets

Investment in unconsolidated entities	$	-	$	-	$	-		-
Total assets	$	-	$	-	$	-	$	-
Liabilities

Notes payable	$	24,659,562	$	-	$	24,659,562	$	-
Notes payable	$	-	$	-	$	-		-
Total liabilities	$	24,659,562	$	-	$	24,659,562	$	-

	Total		Level 1		Level 2		Level 3
	As of March 31, 2023
	Total		Level 1		Level 2		Level 3
Assets
Investment in unconsolidated entities	$	206,231	$	-	$	-	$	206,231
Total assets	$	206,231	$	-	$	-	$	206,231
Liabilities

Notes payable	$	24,827,086	$	-	$	24,827,086		-
Total liabilities	$	24,827,086	$	-	$	24,827,086	$	-

SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 19 - SUBSEQUENT EVENTS

On July 1, 2023, the Company and DSSI, entered into a Securities Purchase Agreement, pursuant to which the Company purchased 1,000 shares of common stock, par value $0.001 per share, (the “HWHH Shares”) representing all of the issued and outstanding shares of common stock of HWHH Holdings, Inc., a Texas corporation (“HWHH”). The Company purchased the HWHH Shares for a consideration of (i) $10.00 paid immediately in cash, and (ii) up to $1,210,224 payable from the gross proceeds generated from the sale of HWHH’s inventory, payable quarterly, and as described in detail in the Securities Purchase Agreement.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Summary Results of Operations:

	Three Months Ended June 30,
	2023			2022			Increase (Decrease)			% Change
Net sales	$	2,878,121		$	5,303,618			(2,425,497	)		-45.7	%
Gross profit		2,032,292			3,646,590			(1,614,298	)		-44.3	%
Operating expenses		(3,708,562	)		(7,308,703	)		3,600,141			-49.3	%
Operating loss		(1,676,270	)		(3,662,113	)		1,985,843			-54.2	%
Non-Operating income (expense), net		(735,987	)		1,969,246			(2,705,233	)		-137.4	%
Loss before income taxes		(2,412,259	)		(1,692,867	)		(719,390	)		42.5	%
Income tax (benefit) expense		12,102			(339,857	)		351,959			-103.6	%
Net loss	$	(2,424,359	)	$	(1,353,010	)	$	(1,071,349	)		79.2	%

Highlights for the Three months ended June 30, 2023:

	●	For the three months ended June 30, 2023, our consolidated net sales decreased $2.4 million, or 45.7%, compared to the three months ended June 30, 2022.

	●	For the three months ended June 30, 2023, our consolidated gross profit decreased $1.6 million, or 44.3%, compared to the three months ended June 30, 2022. Our consolidated gross margin was 70.6% for the three months ended June 30, 2023, compared to 68.8% for the three months ended June 30, 2022.

	●	For the three months ended June 30, 2023, our consolidated operating expenses decreased $3.6 million, or 49.3%, compared to the three months ended June 30, 2022.

	●	For the three months ended June 30, 2023, our consolidated operating loss was $1.7 million, compared to $3.7 million for the three months ended June 30, 2022.

	●	For the three months ended June 30, 2023, our consolidated net non-operating expense was $0.7 million, compared to net non-operating income of $2.0 million for the three months ended June 30, 2022.

	●	For the three months ended June 30, 2023, our consolidated net loss was $2.4 million compared to $1.4 million for the three months ended June 30, 2022. For the three months ended June 30, 2023, and 2022, our diluted loss per share was $0.01 and $0.01, respectively

	●	For the three months ended June 30, 2023, our consolidated net cash used by operating activities was $1.8 million, compared to $3.8 million for the three months ended June 30, 2022.

	●	In June 2022, Sharing Services issued a Convertible Promissory Note in the principal amount of $27.0 million in favor of DSSI (the “2022 Note”), among other things, and rescinded the April 2021 Convertible Promissory Note in the principal amount of $30.0 million issued in April 2021.

	●	In April 2023, Sharing Services issued 28,877,005 shares of the Sharing Services’ Common Stock to DSSI in lieu of cash payment to satisfy the accrued and unpaid interest from January 1, 2023, through and including March 31, 2023, in the amount of $539,806, owed to DSSI in connection with the June 2022 Note discussed in the preceding item.

	●	In May 2023, DSS and DSSI distributed, in the aggregate, 280,528,500 shares of Sharing Services they then held to the shareholders of DSS, Inc. and DSS ceased to be a majority shareholder of the Company.

	●	Effective June 30, 2023, Sharing Services and DSSI entered into an agreement pursuant to which: (a) DSSI assumed approximately $7.24 million in liabilities of Sharing Services, secured by certain Commercial Real Estate, (b) DSSI credited Sharing Services $239,790 towards accrued interest payable under the June 2022 Note, and (c) DSSI acquired ownership from Sharing Services of a commercial lot and commercial building located in Lindon, Utah, subject to the assumed indebtedness.

	●	Effective June 30, 2023, Sharing Services and DSSI entered into an agreement pursuant to which DSSI purchased from Sharing Services a Stemtech promissory note in the amount of $1.4 million, along with all the Company’s rights in any Stemtech warrants, for a purchase price of $1.1 million, and DSSI paid the purchase price by crediting amounts owing under the June 2022 Note, first to interest and then to principal

	●	Effective June 30, 2023, Sharing Services and DSSI entered into an agreement pursuant to which DSSI purchased from Sharing Services promissory notes in the amount of $666,875 and related equity interests of 1044Pro LLC then held by Sharing Services, for a purchase price of $400,000, and DSSI paid the purchase price by crediting amounts owing under the June 2022 Note.

Overview

Summary Description of Business

The Company was incorporated in the State of Nevada on April 24, 2015.

Convertible Notes and Borrowing Under Short-term Financing Arrangements

Industry and Business Trends

Strategic Profitable Growth Initiatives

Results of Operations

The Three months ended June 30, 2023, Compared to the Three months ended June 30, 2022

Net Sales

The $2.4 million decrease in consolidated net sales primarily reflects a decrease in the number of comparable product units sold.

During the three months ended June 30, 2023, and 2022, the Company derived substantially all its consolidated net sales from the sale of its health and wellness product line.

During the three months ended June 30, 2023, 68% of our net sales were to customers and 32% of our net sales were to our independent distributors.

Gross Profit

Selling and Marketing Expenses

General and Administrative Expenses

Interest Expense, Net

Gain (loss) on employee warrants liability

Gain on Extinguishment of Debt

Unrealized gain (loss) on investment

Litigation Settlements and Other Non-operating Income/Expenses

Income Tax (Benefit) Provision

Net Loss and Loss per Share

Liquidity and Capital Resources

Working Capital

Historical Cash Flows

The following table summarizes our cash flow activities for the three months ended June 30, 2023, compared to the three months ended June 30, 2022:

	Three Months Ended June 30,
	2023			2022
Net cash used in operating activities	$	(1,788,977	)	$	(3,776,508	)
Net cash used in investing activities		-			(136,807	)
Net cash provided by financing activities		-			1,373,681
Impact of currency rate changes in cash		164,237			(30,140	)
Decrease in cash and cash equivalents	$	(1,624,740	)	$	(2,569,774	)

Net Cash Used in Operating Activities

Net Cash Used in Investing Activities

Net Cash Provided by Financing Activities

Impact of currency rate changes in cash

Legal Proceedings

Potential Future Acquisitions

Short-term Borrowings and Convertible Notes

Convertible Notes from Related Parties

Decentralized Sharing Systems, Inc. (“DSSI”)

On February 3, 2023, the Company mutually agreed with DSS to enter into a Letter Agreement (the “DSS Letter

American Pacific Bancorp, Inc.

On June 15, 2022, Sharing Services, through one of its subsidiaries, entered into a secured real estate promissory note with American Pacific Bancorp, Inc. (“APB”), and the Company entered into a Loan Agreement pursuant to which APB loaned the Company approximately $5.7 million (the “APB Loan”). The APB Loan bears interest at the annual rate of 8% matures on June 1, 2024, is payable in equal monthly instalments of $43,897 commencing on July 1, 2022 (with the remainder due on June 1, 2024). The loan is secured by a first mortgage interest on the Company’s Lindon, Utah office building. In connection with this loan, the Company received net proceeds of $5,522,829 from APB on June 17, 2022. APB is a subsidiary of DSS. Heng Fai Ambrose Chan, Frank D. Heuszel and John “JT” Thatch, each a Director of the Company, also serve on the Board of Directors of DSS, and Messrs. Chan and Heuszel also serve on the Board of Directors of APB.

HWH International, Inc.

In October 2017, the Company issued a Convertible Promissory Note in the principal amount of $50,000 (the “Note”) to HWH International, Inc. (“HWH” or the “Holder”). HWH is affiliated with Heng Fai Ambrose Chan, who in April 2020 became a Director of the Company. The Note is convertible into 333,333 shares of the Company’s Common Stock. Concurrent with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the Company’s Common Stock, at an exercise price of $0.15 per share. Under the terms of the Note and the detachable stock warrant, the Holder is entitled to certain financing rights. If the Company enters into more favorable transactions with a third-party investor, it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical.

Capital Requirements

Contractual Obligations

There were no material changes to our contractual cash obligations during the three months ended June 30, 2023.

Off-Balance Sheet Financing Arrangements

As of June 30, 2023, we had no off-balance sheet financing arrangements.

Inflation

Critical Accounting Estimates

There were no material changes to the Company’s critical accounting estimates or assumptions since March 31, 2023.

Accounting Changes and Recent Accounting Pronouncements

For discussion of accounting changes and recent accounting pronouncements, see Note 3 of the Notes to Condensed Consolidated Financial Statements contained elsewhere in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company is a Smaller Reporting Company, as defined in Rule 12b-2 of the Exchange Act, and, accordingly, is not required to provide the information called for by this Item.

Item 4. Controls and Procedures.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

The factors contained in ITEM 1A, — “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, are incorporated herein by reference.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

(a) Unregistered Sales of Securities

None

(b) Not applicable

None

Item 3. Defaults Upon Senior Securities.

(a) Not applicable

(b) Not applicable

Item 4. Mining Safety Disclosures.

Not applicable

Item 5. Other Information.

None

Item 6. Exhibits.

The following exhibits are filed as part of this Quarterly Report unless otherwise indicated:

3.1		Third Amended and Restated Articles of Incorporation of Sharing Services Global Corporation, which is incorporated herein by reference from Exhibit A to the Company’s 2022 Proxy Statement on Schedule 14A filed on July 14, 2022

3.2		Bylaws of Sharing Services Global Corporation, which is incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 24, 2019

4.1		Certificate of Designation of Series A Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on May 8, 2017

4.2		Certificate of Designation of Series C Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.4 to the Company’s Current Report on Form 8-K filed on May 8, 2017

4.3		Convertible Promissory Note dated April 5, 2021, issued by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on April 9, 2021

4.4		Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock issued to Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.3 to the Company’s Current Report on Form 8-K filed on April 9, 2021

4.5		Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 29, 2021

4.6		Form of Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022

4.7		Form of Secured Advancing Convertible Promissory Note issued, in June 2022, by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 4.8 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

4.8		Form of Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock issued, in June 2022, by Sharing Service Global Corporation to Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 4.9 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

10.1		Securities Purchase Agreement dates as of April 5, 2021, by and among Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on April 9, 2021

10.2		Stock Purchase and Share Subscription Agreement dated as of December 23, 2021 by and among Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2021

10.3		Business Consulting Agreement dated January 24, 2022 by and between Sharing Service Global Corporation and DSS, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022

10.4		Form of Distributor Agreement of The Happy Co., which is incorporated herein by reference from Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed on June 10, 2021

10.5		2021 The Happy Co. Brand Partner Compensation Plan, which is incorporated herein by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed on June 10, 2021

10.6		Form of Securities Purchase Agreement entered into, in June 2022, by and among Sharing Services Global Corporation, and the Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

10.7		Form of Security Agreement made, in June 2022, by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

10.8		Form of Loan Agreement entered into, in June 2022,by and between LINDEN REAL ESTATE HOLDINGS, LLC and AMERICAN PACIFIC BANCORP, INC., which is incorporated herein by reference from Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

10.9		Form of DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT made, in June 2022, by LINDEN REAL ESTATE HOLDINGS, LLC in favor of Cottonwood Title Insurance Agency, Inc., for the benefit of American Pacific Bancorp, Inc., which is incorporated herein by reference from Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

10.10		Form of Demand Promissory Note issued, in June 2022, by LINDEN REAL ESTATE HOLDINGS, LLC in favor of AMERICAN PACIFIC BANCORP, INC., which is incorporated herein by reference from Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on June 21, 2022


10.11		Letter Agreement dated February 3, 2023, by and between Sharing Service Global Corporation and DSS, Inc., which is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 29, 2023

10.12		Letter Agreement dated February 28, 2023, by and between Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 29, 2023

10.13		Securities Exchange and Amendment Agreement dated March 24, 2023, by and between Sharing Service Global Corporation, DSS, Inc., and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 30, 2023

10.14		Letter Agreement dated April 17, 2023, by and between Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2023

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

101		The following financial information from our Quarterly Report on Form 10-Q for the three months ended June 30, 2022 and 2021, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss; (iii) the Condensed Consolidated Statements of Cash Flows and (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)*

*Included herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SHARING SERVICES GLOBAL CORPORATION
	(Registrant)

Date: August 11, 2023

	By:	/s/ John Thatch
		John Thatch
		President, Chief Executive Officer and Vice Chairman of the Board of Directors
		(Principal Executive Officer)

Date: August 11, 2023

	By:	/s/ Anthony S. Chan
		Anthony S Chan
		Chief Financial Officer
		(Principal Financial Officer)

SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Reclassifications

Reclassifications

Certain reclassifications have been made to the prior periods’ data to conform with the current period’s presentation.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

Cash and Cash Equivalents

Cash and Cash Equivalents

Inventory

Inventory

Other Assets

Other Assets

Loans Payable

Loans Payable

Foreign Currency Translation

Foreign Currency Translation

	South Korean Won per USD
	2023		2022
Exchange rate as of June 30		1,318.86		1,298.89
Average exchange rate for the three months ended June 30		1,315.28		1,167.39

Comprehensive Loss

Comprehensive Loss

For the three months ended June 30, 2023, and June 30, 2022, the Company’s comprehensive loss was comprised of currency translation adjustments and net loss.

Revenue Recognition

Revenue Recognition

Sales Commissions

Sales Commissions

Recently Issued Accounting Standards - Pending Adoption

Recently Issued Accounting Standards - Pending Adoption

SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION

	South Korean Won per USD
	2023		2022
Exchange rate as of June 30		1,318.86		1,298.89
Average exchange rate for the three months ended June 30		1,315.28		1,167.39

LOSS PER SHARE (Tables)

3 Months Ended

Jun. 30, 2023

Loss per share:

SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED LOSS PER SHARE

The following table sets forth the computations of basic and diluted loss per share:

	2023			2022
	Three Months Ended June 30,
	2023			2022
Net loss	$	(2,424,359	)	$	(1,353,010	)
Weighted average basic shares		370,934,280			278,315,485
Weighted average diluted shares		370,934,280			278,315,485
Loss per share:
Basic	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)

SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING

The following potentially dilutive securities and instruments were outstanding as of June 30, 2023, and 2022, but excluded from the table above:

	2023		2022
	As of June 30,
	2023		2022
Convertible preferred stock		6,320,000		6,320,000
Convertible notes payable		-		135,377,975
Total potential incremental shares		6,320,000		141,697,975

INVENTORY, NET (Tables)

3 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORY

	June 30, 2023			March 31, 2023

Finished Goods	$	2,373,166		$	2,517,046
Allowance for inventory obsolescence		(895,603	)		(880,926	)
Inventory, net	$	1,477,563		$	1,636,120

SCHEDULE OF ALLOWANCE FOR INVENTORY OBSOLESCENCE

The following table reflects the activity in the allowance for inventory obsolescence for the periods presented:

	2023			2022
	Three Months Ended June 30,
	2023			2022
Balance at beginning of period	$	880,926		$	108,055
Provision for estimated obsolescence		15,847			-
Write-offs and recoveries		(1,170	)		-
Balance at end of period	$	895,603		$	108,055

OTHER CURRENT ASSETS, NET (Tables)

3 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

SCHEDULE OF OTHER CURRENT ASSETS

Other current assets consist of the following:

	June 30, 2023			March 31, 2023
Inventory-related deposits	$	334,294		$	288,649
Accounts receivable, related parties		274,137			167,578
Prepaid insurance and other operational expenses		56,548			105,652
Deposits for sales events		-			120,614
Prepaid interest, related party		552,000			-
Right to recover asset		21,907			20,975
Subtotal		1,238,886			703,468
Less: allowance for losses		(175,641	)		(175,641	)
Other current assets	$	1,063,245		$	527,827

INVESTMENT IN UNCONSOLIDATED ENTITIES, NET (Tables)

3 Months Ended

Jun. 30, 2023

Investments, All Other Investments [Abstract]

SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES

Investment in unconsolidated entities consists of the following:

	June 30, 2023			March 31, 2023
Investment in detachable GNTW stock warrant	$	-		$	143,641
Investment in GNTW common stock		-			18,300
Investment in Stemtech convertible note		-			44,290
Investment in MojiLife, LLC		1,537,000			1,537,000
Subtotal		1,537,000			1,743,231
Less, allowance for impairment losses		(1,537,000	)		(1,537,000	)
Investments	$	-		$	206,231

PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

SUMMARY OF PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

SUMMARY OF PROPERTY AND EQUIPMENT

	June 30, 2023			March 31, 2023
Building and building improvements	$	-		$	8,952,555
Computer software		1,024,274			1,024,274
Furniture and fixtures		237,042			237,042
Computer equipment		220,264			220,264
Leasehold improvements and other		394,306			394,306
Total property and equipment		1,875,886			10,828,441
Accumulated depreciation and amortization		(1,409,411	)		(1,558,248	)
Property and equipment, net	$	466,475		$	9,270,193

ACCRUED AND OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following:

	June 30, 2023		March 31, 2023
Deferred sales revenues	$	284,231	$	246,811
Liability associated with uncertain tax positions		925,795		925,795
Accrued interest payable		-		536,123
Payroll and employee benefits		149,732		329,762
Lease liability, current portion		44,273		41,385
Other accruals		551,613		701,161
Accrued and other current liabilities	$	1,955,644	$	2,781,037

NOTE PAYABLE, RELATED PARTY (Tables)

3 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Note payable, related party, consists of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Issuance Date	Maturity Date	Interest Rate			Conversion Price (per share)		June 30, 2023			March 31, 2023
June 2022	June 2024		8	%	$	N/A	$	26,358,210		$	27,000,000
Unamortized debt discount and deferred financing costs								(1,698,648	)		(2,172,914	)
								24,659,562			24,827,086
Less: current portion of note payable								24,659,562			24,827,086
Long-term note payable							$	-		$	-

INCOME TAXES (Tables)

3 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION

The statutory rates for our domestic and our material foreign operations are as follows for the periods shown:

Country	2023			2022
United States		21	%		21	%
Republic of Korea		21	%		21	%
Effective Income Tax Rate		21	%		21	%

SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE

Our consolidated effective income tax rate reconciliation is as follows:

	2023			2022
	Three Months Ended June 30,
	2023			2022
Federal statutory rate		21.0	%		21.0	%
State and local income taxes		(0.3	)		0.6
Permanent differences		0.8			-
Change in valuation allowance for NOL carry-forwards		(21.0	)		1.3
Stock warrant transactions and other items		-			(2.8	)
Effective income tax rate		0.5	%		20.1	%

LEASES (Tables)

3 Months Ended

Jun. 30, 2023

Leases

SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES

The following information pertains to the Company’s leases as of the balance sheet dates indicated:

Assets	Classification	June 30, 2023		March 31, 2023
Operating leases	Right-of-use assets, net	$	437,419	$	448,240
Total lease assets		$	437,419	$	448,240

Liabilities
Operating leases	Accrued and other current liabilities	$	44,273	$	41,385
Operating leases	Lease liability, long-term		427,203		440,478
Total lease liabilities		$	471,476	$	481,863

SCHEDULE OF OPERATING LEASE COSTS

The following information pertains to the Company’s leases for the periods indicated:

SCHEDULE OF OPERATING LEASE COSTS

		Three Months Ended June 30,
Lease cost	Classification	2023		2022
Operating lease cost	General and administrative expenses	$	27,534	$	23,178
Operating lease cost	Depreciation and amortization		-		-
Operating lease cost	Interest expense, net		-		-
Total lease cost		$	27,534	$	23,178

SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE

The Company’s lease liabilities are payable as follows:

Twelve months ending June 30,	Amount
2024	$	98,672
2025		101,452
2026		104,231
2027		107,011
2028		109,790
Thereafter		169,550
Total remaining payments		690,706
Less imputed interest		(219,230	)
Total lease liability	$	471,476

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES

Consistent with the valuation hierarchy contained in ASC Topic 820, we categorized certain of our financial assets and liabilities as follows:

	Total		Level 1		Level 2		Level 3
	June 30, 2023
	Total		Level 1		Level 2		Level 3
Assets

Investment in unconsolidated entities	$	-	$	-	$	-		-
Total assets	$	-	$	-	$	-	$	-
Liabilities

Notes payable	$	24,659,562	$	-	$	24,659,562	$	-
Notes payable	$	-	$	-	$	-		-
Total liabilities	$	24,659,562	$	-	$	24,659,562	$	-

	Total		Level 1		Level 2		Level 3
	As of March 31, 2023
	Total		Level 1		Level 2		Level 3
Assets
Investment in unconsolidated entities	$	206,231	$	-	$	-	$	206,231
Total assets	$	206,231	$	-	$	-	$	206,231
Liabilities

Notes payable	$	24,827,086	$	-	$	24,827,086		-
Total liabilities	$	24,827,086	$	-	$	24,827,086	$	-

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 2,878,121	$ 5,303,618
Net loss	2,424,359	$ 1,353,010
Retained Earnings (Accumulated Deficit)	$ 108,880,737		$ 106,456,378

SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION (Details) - South Korean [Member]	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Exchange rate	1,318.86	1,298.89
Average exchange rate	1,315.28	1,167.39

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)						3 Months Ended
	Aug. 11, 2022	Jul. 01, 2022	Jun. 17, 2022	Jun. 17, 2022	Jun. 15, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Jul. 31, 2022
Product Information [Line Items]
Credit card receivables						$ 200,000		$ 500,000
Cash equivalents held in bank accounts						500,000		1,300,000
Provisions for obsolete inventory						895,603		880,926
Other Asset									$ 1,119,650
Annual rate	8.00%
Debt instrument, face amount	$ 10,000,000					27,000,000.0
Debt instrument fee amount	$ 600,000
Maturity date	Aug. 12, 2024
Deferred revenue						164,138		113,896
Sales commission expense						$ 1,000,000.0	$ 2,400,000
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Nutraceutical Products [Member]
Product Information [Line Items]
Concentration risk, percentage						89.30%	70.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Weight Management Products [Member]
Product Information [Line Items]
Concentration risk, percentage						8.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Skin Care Products [Member]
Product Information [Line Items]
Concentration risk, percentage						2.70%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Sale Of Coffee Products [Member]
Product Information [Line Items]
Concentration risk, percentage							20.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Weighted Management Products [Member]
Product Information [Line Items]
Concentration risk, percentage							9.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Health And Wellness Products [Member]
Product Information [Line Items]
Concentration risk, percentage							1.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Individual Customers [Member]
Product Information [Line Items]
Concentration risk, percentage						10.00%	10.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customers [Member]
Product Information [Line Items]
Concentration risk, percentage						68.00%	63.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Independent Distributors [Member]
Product Information [Line Items]
Concentration risk, percentage						32.00%	37.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customers and Independent Distributors [Member]
Product Information [Line Items]
Concentration risk, percentage						95.00%	93.00%
Services Offered on Subscription Basis [Member]
Product Information [Line Items]
Deferred revenue						$ 67,863		80,528
Customers Right of Return [Member]
Product Information [Line Items]
Deferred revenue						26,737		26,894
Customer Loyalty Points [Member]
Product Information [Line Items]
Deferred revenue						25,493		$ 25,493
American Pacific Bancorp Inc [Member]
Product Information [Line Items]
Loans payable					$ 5,700,000
Annual rate					8.00%
Proceeds from loans			$ 5,522,829	$ 5,522,829
Debt instrument principal and interest		$ 43,897			$ 43,897
Sharing Systems Inc [Member]
Product Information [Line Items]
Secured Debt						7,240,000
Repayments of Related Party Debt						239,790
Sharing System Inc [Member]
Product Information [Line Items]
Debt instrument, face amount						$ 27,000,000.0

SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Loss per share:
Net loss	$ (2,424,359)	$ (1,353,010)
Weighted average basic shares	370,934,280	278,315,485
Weighted average diluted shares	370,934,280	278,315,485
Loss per share:
Basic	$ (0.01)	$ (0.01)
Diluted	$ (0.01)	$ (0.01)

SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING (Details) - shares	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potential incremental shares	6,320,000	141,697,975
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potential incremental shares	6,320,000	6,320,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potential incremental shares		135,377,975

LOSS PER SHARE (Details Narrative)	3 Months Ended
LOSS PER SHARE (Details Narrative)	Jun. 30, 2022 shares
Loss per share:
Stock warrants held by employees	1,875,000

NOTES RECEIVABLE, NET (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
NOTES RECEIVABLE, NET (Details Narrative) - USD ($)	Jan. 31, 2021	Jun. 30, 2023	Jun. 30, 2023	Aug. 29, 2022	Aug. 11, 2022	Jan. 26, 2022	Apr. 30, 2021
Face amount		$ 27,000,000.0	$ 27,000,000.0		$ 10,000,000
Loan			27,000,000.0
1044Pro, LLC [Member]
Line of credit amount	$ 250,000
Payments made for notes receivable	$ 310,000
Rate of interest on notes receivable	10.00%
Loan amount				$ 125,000		$ 125,000
Membership interest in 1044Pro				20.00%		50.00%
1044Pro, LLC [Member] \| Loan Agreement [Member]
Face amount						$ 250,000
Bearing interest percentage						10.00%
Decentralized Sharing Systems Inc [Member]
Face amount							$ 30,000,000.0
Loan amount							$ 30,000,000.0
Note and loan receivable		666,875	666,875
Purchase price		239,790
Notes acquired ownership amount		666,875
Decentralized Sharing Systems Inc [Member] \| Promissory Note [Member]
Face amount		400,000	$ 400,000
Purchase price		400,000
Loan		$ 27,000,000.0

SCHEDULE OF INVENTORY (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Inventory Disclosure [Abstract]
Finished Goods	$ 2,373,166	$ 2,517,046
Allowance for inventory obsolescence	(895,603)	(880,926)
Inventory, net	$ 1,477,563	$ 1,636,120

SCHEDULE OF ALLOWANCE FOR INVENTORY OBSOLESCENCE (Details) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Change in Accounting Estimate [Line Items]
Balance at beginning of period	$ 880,926
Balance at end of period	895,603
Inventory Valuation and Obsolescence [Member]
Change in Accounting Estimate [Line Items]
Balance at beginning of period	880,926	$ 108,055
Provision for estimated obsolescence	15,847
Write-offs and recoveries	(1,170)
Balance at end of period	$ 895,603	$ 108,055

SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Inventory-related deposits	$ 334,294	$ 288,649
Accounts receivable, related parties	274,137	167,578
Prepaid insurance and other operational expenses	56,548	105,652
Deposits for sales events		120,614
Prepaid interest, related party	552,000
Right to recover asset	21,907	20,975
Subtotal	1,238,886	703,468
Less: allowance for losses	(175,641)	(175,641)
Other current assets	$ 1,063,245	$ 527,827

OTHER CURRENT ASSETS, NET (Details Narrative) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Provision for losses	$ 175,641	$ 175,641

SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Impairment Effects on Earnings Per Share [Line Items]
Subtotal	$ 1,537,000	$ 1,743,231
Less, allowance for impairment losses	(1,537,000)	(1,537,000)
Investments		206,231
G N T W Stock Warrant [Member]
Impairment Effects on Earnings Per Share [Line Items]
Subtotal		143,641
G N T W Common Stock [Member]
Impairment Effects on Earnings Per Share [Line Items]
Subtotal		18,300
Stemtech Convertible Note [Member]
Impairment Effects on Earnings Per Share [Line Items]
Subtotal		44,290
Moji Life, LLC. [Member]
Impairment Effects on Earnings Per Share [Line Items]
Subtotal	$ 1,537,000	$ 1,537,000

INVESTMENT IN UNCONSOLIDATED ENTITIES, NET (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended	6 Months Ended
	Aug. 11, 2022	Sep. 30, 2021	Apr. 30, 2021	Jun. 30, 2022	Jun. 30, 2023	Mar. 31, 2023
Invested amount						$ 206,231
Convertible debt					24,659,562	$ 24,827,086
Origination fee	$ 600,000
Maturity date	Aug. 12, 2024
Debt interest rate	8.00%
Number of shares issued			27,000,000.0
Realized gains, before income tax				$ 4,865,354,000,000
Promissory note	$ 10,000,000				27,000,000.0
Proceeds from Sale, Loan, Held-for-Investment					27,000,000.0
Stemtech Warrants [Member]
Promissory note					1,100,000
Stemtech Warrants [Member]
Promissory notes payable					1,400,000
Stemtech Promissory Note [Member]
Promissory note					$ 1,400,000
Membership Unit Purchase Agreement [Member] \| Moji Life, LLC. [Member]
Equity interest, percent		30.75%
Cash acquired in equity investment		$ 1,537,000
Stemtech Corporation [Member] \| Securities Purchase Agreement [Member]
Invested amount		1,400,000
Convertible debt		1,400,000
Globe Net Wireless Corp [Member] \| Security Purchase Agreement [Member]
Origination fee		$ 500,000
Maturity date		Sep. 09, 2024
Debt interest rate		10.00%
Warrant expiration date		Sep. 13, 2024
Warrants to purchase common stock		1,400,000
Number of shares issued		154,173

SUMMARY OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Building and building improvements		$ 8,952,555
Computer software	1,024,274	1,024,274
Furniture and fixtures	237,042	237,042
Computer equipment	220,264	220,264
Leasehold improvements and other	394,306	394,306
Total property and equipment	1,875,886	10,828,441
Accumulated depreciation and amortization	(1,409,411)	(1,558,248)
Property and equipment, net	$ 466,475	$ 9,270,193

PROPERTY AND EQUIPMENT, NET (Details Narrative)	3 Months Ended
PROPERTY AND EQUIPMENT, NET (Details Narrative)	Jun. 30, 2023 USD ($)
Loans assumed	$ 27,000,000.0
Decentralized Sharing Systems Inc [Member]
Liabilities assumed	7,240,000
Supplemental deferred, purchase price	$ 239,790

SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Payables and Accruals [Abstract]
Deferred sales revenues	$ 284,231	$ 246,811
Liability associated with uncertain tax positions	925,795	925,795
Accrued interest payable		536,123
Payroll and employee benefits	149,732	329,762
Lease liability, current portion	44,273	41,385
Other accruals	551,613	701,161
Accrued and other current liabilities	$ 1,955,644	$ 2,781,037

ACCRUED AND OTHER CURRENT LIABILITIES (Details Narrative) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Accrued liabilities		$ 533,583	$ 551,612
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Other liabilities	$ 0		$ 167,578

SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Short-Term Debt [Line Items]
Less: unamortized debt discount and deferred financing costs	$ (1,698,648)	$ (2,172,914)
Convertible debt	24,659,562	24,827,086
Less: current portion of convertible notes payable	24,659,562	24,827,086
Long-term convertible notes payable
Maturity One [Member]
Short-Term Debt [Line Items]
Convertible notes issuance date	June 2022	June 2022
Convertible notes maturity date	June 2024	June 2024
Convertible notes interest rate	8.00%	8.00%
Convertible notes payable	$ 26,358,210	$ 27,000,000

NOTE PAYABLE, RELATED PARTY (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended
	Mar. 24, 2023	Aug. 11, 2022	Jun. 15, 2022	Jun. 15, 2022	Apr. 05, 2021	Oct. 31, 2017	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Aug. 09, 2022	Apr. 30, 2021
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 10,000,000					$ 27,000,000.0
Exercise price									$ 0.0001		$ 0.20
Debt instrument maturity date		Aug. 12, 2024
Interest expense							905,811	$ 3,120,054
Advancing Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount			$ 27,000,000.0	$ 27,000,000.0
Debt conversion, shares converted			818,181,819	818,181,819
Purchase up warrant			818,181,819	818,181,819
Exercise price			$ 0.033	$ 0.033
Annual rate			8.00%	8.00%
Debt instrument maturity date				May 01, 2024
Origination fee			$ 270,000	$ 270,000
Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount			$ 30,000,000.0	$ 30,000,000.0
Purchase up warrant			150,000,000	150,000,000
Exercise price			$ 0.22	$ 0.22
2022 Note [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount							641,790
Accrued interest							546,000
Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest expense							546,000	143,086
Deferred financing fees							435,550	$ 2,500,000
Securities Exchange And Amendment Agreement [Member]
Short-Term Debt [Line Items]
Deemed dividend							$ 10,700,000
Decentralized Sharing Systems Inc [Member]
Short-Term Debt [Line Items]
Deemed dividend	$ 10,700,000
Decentralized Sharing Systems Inc [Member] \| Security Purchase Agreement [Member]
Short-Term Debt [Line Items]
Purchase up warrant					150,000,000
Convertible notes payable					$ 30,000,000.0
Common stock, par value					$ 0.22
Proceeds from loan originations					$ 30,000,000.0
Origination Fee					$ 3,000,000.0
Conversion rate					$ 0.20
Annual rate					8.00%
Debt instrument maturity date					Apr. 05, 2024
Conversion price, increase					$ 0.20
HWH International, Inc. [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount						$ 50,000				$ 78,636
Debt conversion, shares converted						333,333
Purchase up warrant						333,333
Exercise price						$ 0.15
HWH International, Inc. [Member] \| Convertible Notes [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount										$ 78,635.62

SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION (Details)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Effective Income Tax Rate	21.00%	21.00%
UNITED STATES
Effective Income Tax Rate	21.00%	21.00%
KOREA, REPUBLIC OF
Effective Income Tax Rate	21.00%	21.00%

SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE (Details)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Federal statutory rate	21.00%	21.00%
State and local income taxes	(0.30%)	0.60%
Permanent differences	80.00%
Change in valuation allowance for NOL carry-forwards	(21.00%)	1.30%
Stock warrant transactions and other items		(2.80%)
Effective income tax rate	0.50%	20.10%

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)										1 Months Ended			3 Months Ended		12 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	May 04, 2023	Apr. 17, 2023	Mar. 24, 2023	Feb. 28, 2023	Feb. 03, 2023	Aug. 11, 2022	Jun. 15, 2022	Jun. 15, 2022	Apr. 30, 2021	May 31, 2022	Apr. 30, 2021	Apr. 30, 2021	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	May 19, 2022
Class of Stock [Line Items]
Debt instrument, face amount						$ 10,000,000							$ 27,000,000.0
Warrant exercise price									$ 0.20		$ 0.20	$ 0.20			$ 0.0001
Debt instrument, interest rate						8.00%
Debt instrument, maturity date						Aug. 12, 2024
Warrants, granted															8,444,663
Debt adjustments to additional paid in capital								$ 2,000,000.0
Common stock issued											27,000,000.0
Decentralized Sharing Systems Inc [Member]
Class of Stock [Line Items]
Deemed dividend			$ 10,700,000
D S S Letter Agreement [Member]
Class of Stock [Line Items]
Number of shares of stock issued					33,333,333
Accrued and unpaid service fees					$ 700,000
Confidential Settlement Agreement [Member]
Class of Stock [Line Items]
Issue price per share																$ 0.25
Number of sale of shares										26,091,136
One time payment										$ 1,043,645
Co Founders Agreement [Member]
Class of Stock [Line Items]
Repurchase of common stock														$ 626,187
Liability recovery amount														$ 324,230
Common Stock [Member] \| Second D S S I Letter Agreement [Member]
Class of Stock [Line Items]
Issue price per share		$ 0.0187
Accrued and unpaid service fees		$ 539,806
Common stock issued		28,877,005
Trade price per share		$ 0.0180
Treasury Stock, Common [Member]
Class of Stock [Line Items]
Shares, Issued													26,091,136
Decentralized Sharing Systems Inc [Member]
Class of Stock [Line Items]
Debt instrument, face amount									$ 30,000,000.0		$ 30,000,000.0	$ 30,000,000.0
Common stock issued	280,528,500
Decentralized Sharing Systems Inc [Member] \| Warrant [Member]
Class of Stock [Line Items]
Warrant exercise price									$ 0.22		$ 0.22	$ 0.22
Warrants, granted									150,000,000		150,000,000	150,000,000
Decentralized Sharing Systems Inc [Member] \| Class A And Class B Common Stock [Member]
Class of Stock [Line Items]
Common stock shares issued to settle				26,285,714
Issue price per share				$ 0.021
Accrued and unpaid service fees				$ 552,000
Decentralized Sharing Systems Inc [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Common stock shares issued to settle		28,877,005
Issue price per share		$ 0.0187
Accrued and unpaid service fees		$ 539,806
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares issued													376,328,885		347,451,880
Common stock shares outstanding													376,328,885		347,451,880
Common Class A [Member] \| Decentralized Sharing Systems Inc [Member]
Class of Stock [Line Items]
Common stock issued			693,194
Common stock issued for debt modification, shares			14,854,159
Common Class A [Member] \| Decentralized Sharing Systems Inc [Member] \| Warrant [Member]
Class of Stock [Line Items]
Warrants, granted			25,000,000
Common Class A and B [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Common stock issued			10,145,841										28,877,005
Deemed dividend			$ 213,062
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares issued													0		0
Common stock shares outstanding													0		0
Advancing Promissory Note [Member]
Class of Stock [Line Items]
Debt instrument, face amount							$ 27,000,000.0	$ 27,000,000.0
Warrants to purchase shares							818,181,819	818,181,819
Warrant exercise price							$ 0.033	$ 0.033
Debt instrument, interest rate							8.00%	8.00%
Debt instrument, maturity date								May 01, 2024
Debt conversion shares issued							818,181,819	818,181,819
Origination fee							$ 270,000	$ 270,000
Advancing Promissory Note [Member] \| Common Class A [Member]
Class of Stock [Line Items]
Debt conversion shares issued								8,181,818.19
Origination fee							$ 2,700	$ 2,700

RELATED PARTY TRANSACTIONS (Details Narrative)													1 Months Ended										3 Months Ended		12 Months Ended
RELATED PARTY TRANSACTIONS (Details Narrative)	Jul. 01, 2023 USD ($) $ / shares shares	May 04, 2023 shares	Apr. 17, 2023 USD ($) $ / shares shares	Mar. 24, 2023 shares	Feb. 28, 2023 USD ($) $ / shares shares	Feb. 03, 2023 USD ($) shares	Jul. 01, 2022 USD ($)	Jun. 17, 2022 USD ($)	Jun. 17, 2022 USD ($)	Jun. 15, 2022 USD ($) $ / shares shares	Jun. 15, 2022 USD ($) $ / shares shares	Apr. 30, 2021 USD ($) $ / shares shares	May 31, 2022 USD ($) shares	Feb. 28, 2022 shares	Jan. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Apr. 30, 2021 USD ($) $ / shares shares	Apr. 30, 2021 USD ($) $ / shares shares	Jul. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2020 USD ($)	Oct. 31, 2017 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Mar. 31, 2023 USD ($) $ / shares shares	Dec. 09, 2022 USD ($)	Aug. 11, 2022 USD ($)	Aug. 09, 2022 USD ($)	May 19, 2022 $ / shares
Investment in unconsolidated entities, net																									$ 206,231
Warrant exercise price \| $ / shares												$ 0.20						$ 0.20	$ 0.20						$ 0.0001
Common stock issued to settle accrued interest payable, shares \| shares																		27,000,000.0
Debt instrument, face amount																							27,000,000.0				$ 10,000,000
Warrants, granted \| shares																									8,444,663
Fair value adjustment of warrants																									$ 109,780
Loans Assumed																							27,000,000.0
Operating Lease, Liability																							471,476		481,863
APB Revolving Note [Member]
Debt instrument, face amount																											$ 10,000,000.0
Membership interest in 1044Pro																											8.00%
Other Loans Payable																										$ 6,000,000.0
Advancing Promissory Note [Member]
Warrant exercise price \| $ / shares										$ 0.033	$ 0.033
Debt instrument, face amount										$ 27,000,000.0	$ 27,000,000.0
Warrants to purchase common stock \| shares										818,181,819	818,181,819
Membership interest in 1044Pro										8.00%	8.00%
Debt conversion shares \| shares										818,181,819	818,181,819
Origination fee										$ 270,000	$ 270,000
Stemtech Promissory Note [Member]
Debt instrument, face amount																							1,400,000
Stemtech Promissory Note [Member] \| Interest Expense [Member]
Debt instrument, face amount																							1,100,000
Stemtech Promissory Note [Member] \| Note Warrant [Member]
Debt instrument, face amount																							1,100,000
Decentralized Sharing Systems Inc [Member]
Liabilities Assumed																							7,240,000
Supplemental Deferred Purchase Price																							239,790
Loans Assumed																							27,000,000.0
Common Stock [Member] \| Subsequent Event [Member]
Sale of stock, shares issued \| shares	1,000
Common stock purchase price per share \| $ / shares	$ 0.001
Consideration paid	$ 10
Gross proceeds	$ 711,300
Decentralized Sharing Systems Inc [Member]
Common stock issued to settle accrued interest payable, shares \| shares		280,528,500
Loan amount												$ 30,000,000.0						$ 30,000,000.0	$ 30,000,000.0
Debt instrument, face amount												$ 30,000,000.0						$ 30,000,000.0	$ 30,000,000.0
Debt convertible rate																		0.20
Warrants exchange \| shares				60,000,000
Shares new issues for service \| shares				818,181,819
Liabilities Assumed																							7,240,000
Supplemental Deferred Purchase Price																							239,790
Decentralized Sharing Systems Inc [Member] \| Warrant [Member]
Warrant exercise price \| $ / shares												$ 0.22						$ 0.22	$ 0.22
Warrants, granted \| shares												150,000,000						150,000,000	150,000,000
Decentralized Sharing Systems Inc [Member] \| Class A And Class B Common Stock [Member]
Shares issued, price per share \| $ / shares					$ 0.021
Common stock shares issued to settle \| shares					26,285,714
Common stock value issued to settle					$ 552,000
Decentralized Sharing Systems Inc [Member] \| Common Stock [Member]
Shares issued, price per share \| $ / shares			$ 0.0187
Common stock shares issued to settle \| shares			28,877,005
Common stock value issued to settle			$ 539,806
Alset Title Company, Inc. [Member]
Purchased an office building																$ 8,942,640
American Pacific Bancorp Inc [Member]
Loan amount										$ 5,700,000	$ 5,700,000
Membership interest in 1044Pro										8.00%	8.00%
Monthly payaments							$ 43,897				$ 43,897
Proceeds from loan								$ 5,522,829	$ 5,522,829
HWH International, Inc. [Member]
Warrant exercise price \| $ / shares																						$ 0.15
Debt instrument, face amount																						$ 50,000						$ 78,636
Warrants to purchase common stock \| shares																						333,333
Debt conversion shares \| shares																						333,333
HWH International, Inc. [Member] \| Convertible Notes [Member]
Debt instrument, face amount																												$ 78,635.62
HWH World Inc [Member]
Operating Lease, Liability																							261,835
Rent expenses																							$ 936
HWH World Inc [Member] \| Common Stock [Member] \| Subsequent Event [Member]
Sale of stock, shares issued \| shares	1,000
Common stock purchase price per share \| $ / shares	$ 0.001
Consideration paid	$ 10
Gross proceeds	$ 711,300
Alchemist Holdings LLC [Member]
Liability settlement amount																					$ 2,000,000.0
Common Class A [Member]
Loan origination fee												$ 15,000,000.0						$ 15,000,000.0	$ 15,000,000.0
Common Class A [Member] \| Advancing Promissory Note [Member]
Debt conversion shares \| shares											8,181,818.19
Origination fee										$ 2,700	$ 2,700
Common Class A [Member] \| Decentralized Sharing Systems Inc [Member]
Common stock issued to settle accrued interest payable, shares \| shares				693,194
Loan origination fee																		$ 3,000,000.0
Shares new issues for service \| shares				9,452,647
Common stock issued for debt modification, shares \| shares				14,854,159
Common Class A [Member] \| Decentralized Sharing Systems Inc [Member] \| Warrant [Member]
Warrants, granted \| shares				25,000,000
Director [Member] \| Common Class A [Member] \| Decentralized Sharing Systems Inc [Member]
Shares, Outstanding \| shares																							24,800,000
Stock Purchase and Share Subscription Agreement [Member] \| Decentralized Sharing Systems Inc [Member]
Investment in unconsolidated entities, net																$ 3,000,000
Warrant to purchase shares \| shares																50,000,000.0
Warrant exercise price \| $ / shares																$ 0.063
Number of common stock exchanged \| shares																50,000,000.0
Warrants term																5 years
Shares issued, price per share \| $ / shares																$ 0.075
Deemed dividend																$ 2,300,000
Stock Purchase and Share Subscription Agreement [Member] \| Mr Chan [Member]
Investment in unconsolidated entities, net																				$ 3,000,000.0
Stock Purchase and Share Subscription Agreement [Member] \| Mr Chan [Member] \| Common Class A [Member]
Number of common stock issued																				$ 30,000,000.0
Warrant to purchase shares \| shares																				10,000,000.0
Warrant exercise price \| $ / shares																				$ 0.20
Common stock issued to settle accrued interest payable, shares \| shares																				30,000,000.0
Security Purchase Agreement [Member] \| Decentralized Sharing Systems Inc [Member]
Common stock isssued for payment of interest \| shares																		12,000,000.0
Business Consulting Agreement [Member]
Warrant to purchase shares \| shares															50,000,000.0
Warrant exercise price \| $ / shares															$ 0.0001
Due to related parties, current															$ 60,000
Number of shares of stock issued \| shares						33,333,333
Accrued and unpaid service fees						$ 700,000
Business Consulting Agreement [Member] \| Common Class A [Member]
Common stock issued to settle accrued interest payable, shares \| shares														50,000,000.0
Consulting Agreement [Member]
Share price \| $ / shares															$ 0.07
Fair value adjustment of warrants															$ 3,500,000
Consulting expense																							$ 872,603,000,000
Advisory Agreement [Member] \| HWH World Inc [Member]
Professional Fees																	$ 10,000
Confidential Settlement Agreement [Member]
Shares issued, price per share \| $ / shares																													$ 0.25
Sale of stock, shares issued \| shares													26,091,136
One time payment													$ 1,043,645
Confidential Settlement Agreement [Member] \| Alchemist Holdings LLC [Member]
Shares issued, price per share \| $ / shares																													$ 0.25
Sale of stock, shares issued \| shares													26,091,136
One time payment													$ 1,043,645
Co Founders Agreement [Member]
Liability recovery amount																								$ 324,230
Co Founders Agreement [Member] \| Alchemist Holdings LLC [Member]
Liability settlement amount																							$ 0		0
Repurchase of common stock																									652,278
Liability recovery amount																									$ 324,230
Sub Lease Agreement [Member] \| Alchemist Holdings LLC [Member]
Ownership, percentage																							10.00%
Sub Lease Agreement [Member] \| Alchemist Holdings LLC [Member]
Rent expenses																							$ 104,000	$ 105,000

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	1 Months Ended				3 Months Ended		12 Months Ended
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	Feb. 28, 2023	Jun. 30, 2022	Jan. 31, 2022	Apr. 30, 2021	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Aug. 11, 2022
Exercise price of warrants				$ 0.20			$ 0.0001
Fair value of stock warrants							$ 109,780
Consulting expenses					$ 0	$ 872,603
Common stock issued to settle accrued interest payable, shares				27,000,000.0
Debt instrument, face amount					27,000,000.0			$ 10,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted							8,444,663
Gain (loss) on employee warrants liability					0	$ 114,960
Consulting Agreement [Member]
Fair value of stock warrants			$ 3,500,000
DSS [Member] \| Consulting Agreement [Member]
Consulting fees			$ 60,000
Warrants to purchase			50,000,000.0
Exercise price of warrants			$ 0.0001
Common stock per share			$ 0.07
Fair value of stock warrants			$ 3,500,000
Common stock issued to settle accrued interest payable, shares	50,000,000.0
DSSI [Member] \| Securities Purchase Agreement [Member]
Exercise price of warrants		$ 0.033				$ 0.033
Debt instrument, face amount		$ 27,000,000.0			$ 30,000,000.0	$ 27,000,000.0
Warrants to purchase		818,181,819			150,000,000	818,181,819
Warrants to purchase		818,181,819

SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Leases
Operating leases	$ 437,419	$ 448,240
Total lease assets	437,419	448,240
Operating leases	44,273	41,385
Operating leases	427,203	440,478
Total lease liabilities	$ 471,476	$ 481,863

SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($)	3 Months Ended
SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Total lease cost	$ 27,534	$ 23,178
General and Administrative Expense [Member]
Total lease cost	27,534	23,178
Depreciation and Amortization [Member]
Total lease cost
Interest Expense [Member]
Total lease cost

SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Leases
2024	$ 98,672
2025	101,452
2026	104,231
2027	107,011
2028	109,790
Thereafter	169,550
Total remaining payments	690,706
Less imputed interest	(219,230)
Total lease liability	$ 471,476	$ 481,863

LEASES (Details Narrative)	Jun. 30, 2023
Minimum [Member]
Remaining lease term	1 year
Lease, discount rate	10.00%
Maximum [Member]
Remaining lease term	10 years
Lease, discount rate	12.00%

SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Assets
Investment in unconsolidated entities		$ 206,231
Total assets		206,231
Liabilities
Notes payable	24,659,562
Notes payable		24,827,086
Total liabilities	24,659,562	24,827,086
Fair Value, Inputs, Level 1 [Member]
Assets
Investment in unconsolidated entities
Total assets
Liabilities
Notes payable
Notes payable
Total liabilities
Fair Value, Inputs, Level 2 [Member]
Assets
Investment in unconsolidated entities
Total assets
Liabilities
Notes payable	24,659,562
Notes payable		24,827,086
Total liabilities	24,659,562	24,827,086
Fair Value, Inputs, Level 3 [Member]
Assets
Investment in unconsolidated entities		206,231
Total assets		206,231
Liabilities
Notes payable
Notes payable
Total liabilities

SUBSEQUENT EVENTS (Details Narrative) - Common Stock [Member] - Subsequent Event [Member]	Jul. 01, 2023 USD ($) $ / shares shares
Subsequent Event [Line Items]
Common stock shares purchased \| shares	1,000
Common stock purchase price per share \| $ / shares	$ 0.001
Consideration paid	$ 10
Gross proceeds	$ 711,300
H W H W Shares [Member]
Subsequent Event [Line Items]
Common stock shares purchased \| shares	1,000
Common stock purchase price per share \| $ / shares	$ 0.001
Consideration paid	$ 10.00
Gross proceeds	$ 1,210,224

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