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, 2024

☐ 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
None		None		None

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, 2024, there were 376,328,885 shares of the issuer’s common stock outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28

PART II—OTHER INFORMATION	29
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3. Defaults Upon Senior Securities	29
Item 4. Mine Safety Disclosures	29
Item 5. Other Information	29
Item 6. Exhibits	30
Signatures	31

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 sheet as of June 30, 2024, condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2024 and 2023, condensed consolidated statements of cash flows, and condensed consolidated statements of changes in stockholders’ deficit for the three months ended June 30, 2024 and 2023, 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, 2024, and March 31, 2024	5

Condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2024 and 2023	6

Condensed consolidated statements of cash flows for the three months ended June 30, 2024 and 2023	7

Condensed consolidated statements of changes in stockholders’ deficit for the three months ended June 30, 2024 and 2023	8

Notes to the unaudited condensed consolidated financial statements	9

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2024			March 31, 2024
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	580,347		$	894,206
Trade accounts receivable, net		300,916			280,793
Other receivable		1,800,000			1,800,000
Inventory, net		1,195,982			1,318,662
Other current assets, net		220,887			132,674
Total Current Assets		4,098,132			4,426,335
Property and equipment, net		207,166			239,943
Right-of-use assets, net		390,998			403,107
Intangible assets		366,310			402,144
Other assets		1,164,174			1,163,385
TOTAL ASSETS	$	6,226,780		$	6,634,914

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,115,394		$	1,304,046
Accrued and other current liabilities		2,761,105			2,611,951
Accrued sales commission payable		1,683,937			1,742,309
State and local taxes payable		1,549,014			1,545,463
Note payable		1,200,000			1,200,000
Convertible notes payable, related party		268,607			262,782
Total Current Liabilities		8,578,057			8,666,551
Non-current convertible notes payable, related party		1,006,093			324,521
Lease liability, long-term		375,695			416,277
TOTAL LIABILITIES		9,959,845			9,407,349
Commitments and contingencies		-			-
STOCKHOLDERS’ DEFICIT
Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,100,000 shares issued and outstanding		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		322			322
Series D preferred stock, $0.0001 par value, 26,000 shares issued and outstanding		3			3
Preferred stock value		3			3
Common stock, $0.0001 par value, 1,990,000,000 shares designated, 376,328,885 shares issued and outstanding		37,633			37,633
Treasury Stock		-			-
Additional paid in capital		110,699,858			110,699,858
Shares to be issued		12,146			12,146
Accumulated deficit		(114,136,481	)		(113,167,915	)
Accumulated other comprehensive loss		(346,856	)		(354,792	)
TOTAL STOCKHOLDERS’ DEFICIT		(3,733,065	)		(2,772,435	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,226,780		$	6,634,914

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)

	June 30, 2024			June 30, 2023
	For the Three Months Ended
	June 30, 2024			June 30, 2023
Net sales	$	2,221,524		$	2,878,121
Cost of goods sold		676,851			845,829
Gross profit		1,544,673			2,032,292
Operating expenses
Selling and marketing expenses		636,244			1,421,490
General and administrative expenses		1,545,598			2,287,072
Total operating expenses		2,181,842			3,708,562
Operating loss		(637,169	)		(1,676,270	)
Other income (expense):
Change in fair value of embedded derivatives		(187,397	)		-
Interest expense, net		(147,664	)		(905,811	)
Gain on extinguishment of debt		-			150,634
Unrealized loss on investment		-			(78,632	)
Other non-operating income, net		3,664			97,822
Total other expense, net		(331,397	)		(735,987	)
Loss before income taxes		(968,566	)		(2,412,257	)
Income tax provision		-			12,102
Net loss	$	(968,566	)	$	(2,424,359	)

Other comprehensive loss, net of tax:
Currency translation adjustments		7,936			(5,169	)
Total other comprehensive gain (loss)		7,936			(5,169	)
Comprehensive loss	$	(960,630	)	$	(2,429,528	)

Loss per share:
Basic and diluted	$	(0.002	)	$	(0.01	)

Weighted average shares:
Basic and diluted		376,328,885			370,934,280

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)

	2024			2023
	For the Three Months Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(968,566	)	$	(2,424,359	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		68,572			178,232
Stock-based compensation		-			-
Amortization of debt discount and other		-			515,728
Change in fair value of embedded derivatives		187,397			-
Gain on extinguishment of debt		-			(150,634	)
Bad debt expense		-			39,933
Provision for obsolete inventory		-			15,847
Changes in operating assets and liabilities:
Accounts receivable		(20,123	)		(498,196	)
Inventory		122,680			(57,180	)
Other current assets		(88,960	)		189,881
Accounts payable		(188,652	)		(1,635	)
Income taxes payable		3,551			-
Lease liability		12,109			123
Accrued and other liabilities		50,197			403,283
Net Cash Used in Operating Activities	$	(821,795	)	$	(1,788,977	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes, related party		500,000			-
Net Cash Provided by Financing Activities		500,000			-

IMPACT OF CURRENCY RATE CHANGES ON CASH		7,936			164,237
Decrease in cash and cash equivalents		(313,859	)		(1,624,740	)
Cash and cash equivalents, beginning of period		894,206			2,994,885
Cash and cash equivalents, end of period	$	580,347		$	1,370,145

Supplemental cash flow information
Cash paid for interest	$	86,167		$	-
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’ DEFICIT

(Unaudited)

	of		Par		of		Par		of		Par		of		Par		of		Par		Paid in		to be		Treasury		Accumulated			Comprehensive
	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Series D Preferred Stock				Common Stock													Accumulated
	Number				Number				Number				Number				Number				Additional		Shares							Other
	of		Par		of		Par		of		Par		of		Par		of		Par		Paid in		to be		Treasury		Accumulated			Comprehensive
	Shares		Value		Shares		Value		Shares		Value		Shares		Value		Shares		Value		Capital		Issued		Stock		Deficit			Loss			Total
Balance - Mar 31, 2024		3,100,000	$	310		-	$	-		3,220,000	$	322		26,000	$	3		376,328,885	$	37,633	$	110,699,858	$	12,146		-	$	(113,167,915	)	$	(354,792	)	$	(2,772,435	)
Currency translation adjustments		-		-		-		-		-		-		-		-		-		-		-		-		-		-			7,936			7,936
Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-		(968,566	)		-			(968,566	)
Balance - June 30, 2024		3,100,000	$	310		-	$	-		3,220,000	$	322		26,000	$	3		376,328,885	$	37,633	$	110,699,858	$	12,146		-	$	(114,136,481	)	$	(346,856	)	$	(3,733,065	)

	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Series D Preferred Stock				Common Stock															Accumulated
	Number				Number				Number				Number				Number				Additional			Shares								Other
	of		Par		of		Par		of		Par		of		Par		of		Par		Paid in			to be		Treasury			Accumulated			Comprehensive
	Shares		Value		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	)
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	)
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	)

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. The Company’s 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. ^TMmarkets and distributes its health and wellness products primarily in the United States (the “U.S.”) and Canada.

	The Company generates substantially all of its revenue from the sale of health and wellness products.

●	Sale of Member-Based Travel Services - Through its subsidiary, Global 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.

	The Company is in the process of revamping its travel services business and has temporarily suspended its MTV business operation to prepare for its re-launch in the first quarter of 2025.

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 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. The Company plans to open up Hapi Café in Dallas and the New York City, and is in the process of identifying and evaluating suitable locations.

Directly or through its subsidiaries, the Company from time to time will invest in emerging business in the direct selling industry, using a combination of debt and equity financing, in efforts to leverage the Company’s 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, 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 using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. During the three months ended June 30, 2024 and 2023, the Company had a net loss was approximately $1.0 million and $2.4 million, respectively. These factors among other raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts 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 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, 2024. 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, 2024.

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. Certain prior period financial information has been reclassified to conform with the current year’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 trade 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, 2024, and March 31, 2024, cash and cash equivalents included cash held by our merchant processors of approximately $0.04 million and $0.05 million, respectively. In addition, as of June 30, 2024, and March 31, 2024, cash and cash equivalents held in bank accounts in foreign countries in the ordinary course of business were approximately $0.3 million and $0.4 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.

Trade Accounts Receivable and Allowance for Credit Losses

The Company maintains an allowance for credit losses in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) ASC 326 and records the allowance for credit losses as an offset to assets such as accounts receivable. The expected credit losses are classified as general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company assesses collectability by reviewing receivables on a collective basis where similar characteristics exist, primarily based on the size and nature of specific receivables. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the receivable balances, credit quality of the counter party, and current and future economic conditions. On a quarterly basis, management determines if the allowance for credit losses is adequate, and adjusts the allowance, when necessary. Delinquent account balances are written-off against the allowance for credit losses after all means of collection have been exhausted and that the likelihood of collection is not probable.

Inventory

Inventory consists of finished goods and promotional materials and is stated at the lower of cost determined using the first-in, first-out (“FIFO”) method, or net realizable value. It includes direct product costs and certain shipping and handling costs, such as in-bound freight. When estimating the net realizable value of inventory, the Company considers several factors including estimates of future demand for the product, historical sales, the age and sales history of the inventory, and historic and anticipated changes in our product offerings.

The Company periodically assesses the realizability of its inventory based on evaluation of its inventory levels against historical and anticipated sales. Physical inventory counts are performed at all facilities on a quarterly basis. As of June 30, 2024 and March 31, 2024, the allowance for slowing moving or obsolete inventory were $1.6 million and $1.6 million, respectively, in connection with health and wellness products that were either damaged, expired, or slow-moving, based on the Company’s historical and anticipated sales

Cost of goods sold includes actual product costs, vendor rebates and allowances, if any, inventory shrinkage and certain shipping and handling costs, such as in-bound freight, associated with product sold. All other shipping and handling costs, including the cost to ship products to customers, are included in selling and marketing expenses in our consolidated statements of operations when incurred.

Other Receivable and Loan Payable

In July 2023, the Company, through its out-sourced payroll services provider (“Paychex”), submitted a claim to the Internal Revenue Services (“IRS”) for the Employee Retention Tax Credit (“ERTC credit”) based on its payroll records and other pertinent information. Refunds will be distributed based on IRS processing times and the total ERTC credit will be approximately $1.8 million. Since the likelihood of receiving the ERTC credit is probable and the amount is estimable, the Company has recorded its ERTC credit in the Other Receivable.

Through the introduction of Paychex, the Company successfully applied for an ERTC loan (“bridge loan”) in August 2023. The bridge loan that was approved came to $1.2 million, and it was recorded as a Loan Payable. The loan is for a 12-month period and carries a 2% monthly interest rate. The loan proceeds must be used solely and exclusively for working capital and other business purposes and it had an origination fee of $24,000. The Company received net proceeds of approximately $1.18 million in September 2023.

Other Assets

Other assets include a multi-user license and code of a back-office platform that was acquired for $1 million 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.

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 September 2021, the Company, through its wholly owned subsidiary, commenced operations in the Republic of Korea (South Korea).

	South Korean Won per 1 USD
	2024		2023
Exchange rate as of June 30th		1,381.47		1,318.86
Average exchange rate for the three months ended		1,371.74		1,315.28

Comprehensive Loss

For the three months ended June 30, 2024 and 2023, the Company’s comprehensive loss comprised of currency translation adjustments and net loss.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606 when (or as) it transfers control of the promised goods and services to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.

Revenue is recognized net of amounts due to taxing authorities (such as local and state sales tax). The Company’s customers place sales orders online and through the Company’s “back-office” operations, which creates a contract and establishes the transaction price. With respect to products sold, the Company’s performance obligation is satisfied upon receipt of the products by the customer. With respect to subscription-based revenue, including independent distributor membership fees, the Company’s performance obligation is satisfied over time (generally, up to one year). With respect to customer loyalty points awarded, the Company’s performance obligation is satisfied at the earliest of (a) the redemption or expiration date, or (b) when it is no longer probable the points will be redeemed. The Company assesses the probability an awards of customer loyalty points will be redeemed, based on its historic breakage rates. The timing of revenue recognition may differ from the time when the Company invoices the customer and/or collects payment. The Company has elected to treat shipping and handling costs as an activity to fulfill its performance obligations, rather than a separate performance obligation.

As of June 30, 2024 and March 31, 2024, deferred revenue associated with

●	product invoiced but not received by customers at the balance sheet date was $71,964 and $80,404, respectively;
●	unfulfilled performance obligations for services offered on a subscription basis was $33,294 and $37,774, respectively;
●	unfulfilled performance obligations for customers’ right of return was $24,397 and $24,703, respectively; and
●	customer loyalty points outstanding was $19,326 and $19,326, respectively.

During the three months ended June 30, 2024 and 2023, approximately 100% and 95% all the Company’s consolidated net sales were from its sale of 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, 2024 and 2023, sales commission expense, which is included in selling and marketing expenses in our condensed consolidated statements of operations and comprehensive loss, was approximately $0.6 million and $1.0 million, respectively.

Segment Reporting

The Company follows ASC Topic 280, Segment Reporting. The Company’s management reviews the Company’s consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and has determined that the Company’s reportable segments are: (a) the sale of health and wellness products, and (b) the sale of member-based travel services.

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 year 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

The Company calculates 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:

	2024			2023
	Three Months Ended June 30,
	2024			2023
Net loss	$	(968,566	)	$	(2,424,359	)
Weighted average basic and diluted shares		376,328,885			370,934,280
Loss per share:
Basic and diluted	$	(0.002	)	$	(0.01	)

The following potentially dilutive securities and instruments were outstanding as of June 30, 2024, and 2023, but excluded from the table above:

	2024		2023
	As of June 30,
	2024		2023
Convertible notes payable		437,728,937		-
Stock warrants		208,333,333		-
Convertible preferred stock		6,320,000		6,320,000
Total potential incremental shares		652,382,270		6,320,000

NOTE 5 – INVENTORY, NET

Inventory consists of the following:

SCHEDULE OF INVENTORY

	June 30, 2024			March 31, 2024
	As of
	June 30, 2024			March 31, 2024
Finished goods	$	2,719,226		$	2,878,569
Promotional items		5,940			5,940
Raw materials		77,902			77,902
Allowance for obsolescence		(1,607,086	)		(1,643,749	)
Inventory, net	$	1,195,982		$	1,318,662

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

	2024			2023
	Three months ended June 30,
	2024			2023
Balance at beginning of period	$	1,643,749		$	880,926
Provision for estimated obsolescence		(4,149	)		15,847
Write-offs		-			(1,170	)
Currency translation adjustment		(32,514	)		-
Balance at end of period	$	1,607,086		$	895,603

NOTE 6 – OTHER CURRENT ASSETS, NET

Other current assets consist of the following:

SCHEDULE OF OTHER CURRENT ASSETS

	June 30, 2024			March 31, 2024
	As of
	June 30, 2024			March 31, 2024
Inventory-related deposits	$	332,743		$	252,867
Prepaid insurance and other operational expenses		40,357			31,598
Deposits for sales events		23,428			23,850
Subtotal		396,528			308,315
Allowance for losses		(175,641	)		(175,641	)
Other current assets	$	220,887		$	132,674

As of June 30, 2024 and March 31, 2024, the allowance for losses in connection with certain inventory-related deposits for which recoverability is $175,641.

NOTE 7 – PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2024			March 31, 2024
	As of
	June 30, 2024			March 31, 2024
Computer software	$	1,024,274		$	1,024,274
Furniture and fixtures		285,632			285,732
Computer equipment		220,364			220,264
Leasehold improvements and other		399,306			399,306
Total property and equipment		1,929,576			1,929,576
Accumulated depreciation and amortization		(1,722,410	)		(1,689,633	)
Property and equipment, net	$	207,166		$	239,943

Depreciation and amortization expense in connection with the Company’s property and equipment for the three months ended June 30, 2024 and 2023 was $73,149 and $178,232, respectively.

NOTE 8 – ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following:

	June 30, 2024		March 31, 2024
	As of
	June 30, 2024		March 31, 2024
Deferred sales revenues	$	148,980	$	162,207
Liability associated with uncertain tax positions		925,786		925,786
Accrued interest payable		20,000		5,833
Payroll and employee benefits		151,363		206,426
Lease liability, current portion		50,363		21,909
Other accruals		1,464,613		1,289,790
	$	2,761,105	$	2,611,951

Lease liability, current portion, represents obligations due within one year under operating leases for office space, automobiles, and office equipment. Other accruals include primarily operational accruals.

NOTE 9 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY

Convertible notes payable consists of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Issuance Date	Maturity Date		Interest Rate			Price (per share)		June 30, 2024		March 31, 2024
						Conversion		As of
Issuance Date	Maturity Date		Interest Rate			Price (per share)		June 30, 2024		March 31, 2024
January 2024		July 2024		10	%		See Note	$	250,000	$	250,000
March 2024		March 2027		6	%	$	0.0012		250,000		250,000
May 2024		May 2027		8	%		0.0020		250,000
June 2024		June 2027		8	%		0.0020		250,000
Total convertible notes payable									1,000,000		500,000
Change in fair value of embedded derivatives									274,700		87,303
Subtotal									1,274,700		587,303
Less: current portion of convertible notes payable									268,607		262,782
Long-term convertible notes payable								$	1,006,093	$	324,521

Note: The price for conversion of Principal Amount into shares of Common Stock shall be the average closing market price within last three trading days of the Common Stock form the date of Conversion Notice.

On January 17, 2024, the Company executed a convertible promissory note for $250,000 with Alset Inc, a Texas corporation (“Alset”) and a shareholder of the Company. The convertible promissory note (“Alset Note”) bears a 10% interest per annum and had an origination fee of $25,000 which is payable in cash or convertible into common shares of the Company at the option of Alset. The note and related accrued interest shall be due and payable in full on the earliest of (i) six months from the date of issuance; (ii) the acceleration of the Alset Note upon an occurrence of an event of default (as defined in the Alset Note); (iii) the third business day after the holder has delivered the Company a written demand for payment of the Alset Note; or (iv) upon the Company’s successful listing on The Nasdaq Stock Market LLC. Alset may, at its option, at any time during the term of the Alset Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On March 18, 2024, the Company entered into a securities purchase agreement with HWH International Inc., a Delaware corporation (“HWH”) whereby the Company issued to HWH (i) a convertible promissory note in an aggregate principal amount of $250,000.00 which shall be convertible into 208,333,333 shares of the Company’s common stock at the option of HWH and (ii) a common stock purchase warrant agreement which shall be exercisable into up to 208,333,333 shares of the Company’s common stock for an aggregate purchase price of $250,000. The convertible promissory note (the “HWH Note”) bears a 6% interest per annum and had a commitment fee of $15,000. The note, together with any accrued interest reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or convert into shares of common stock of the Company at a conversion rate of $0.0012 per share; and it shall be due and payable in full on the earliest of: (i) the third anniversary of the note; (ii) the acceleration of the note upon the occurrence of an event of default (as defined in the note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of this Note. The Company may, at its option, at any time during the term of the HWH Note, redeem a portion or all amounts of outstanding Principal Amount, without incurring penalties, additional interest, or other fees or charges. The purchase price of one share of common stock of the Company under this warrant shall be equal to $0.0012. The exercise period for each warrant will be five years from the date of this warrant.

On May 9, 2024, the Company entered into a securities purchase agreement (the “May HWH SPA”) with HWH whereby the Company issued to HWH a convertible promissory note (the “May HWH Note”) in an aggregate principal amount of $250,000, for a purchase price of $250,000. The May HWH Note bears interest at 8% per annum, contains a commitment fee of $20,000, and at the option of HWH, convertible into 125,000,000 shares of Common Stock. The May HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or convert into shares of Common Stock of the Company at a conversion rate of $0.002 per share; due and payable in full on the earliest of: (i) the third anniversary of the May HWH Note; (ii) the acceleration of the May HWH Note upon the occurrence of an event of default (as defined in the May HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the May HWH Note. The Company may, at its option, at any time during the term of the May HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On June 6, 2024, the Company entered into a securities purchase agreement (the “June HWH SPA”) with HWH whereby the Company issued to HWH a convertible promissory note (the “June HWH Note”) in an aggregate principal amount of $250,000, for a purchase price of $250,000. The June HWH Note bears interest at 8% per annum and contains a commitment fee of $20,000. The June HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or converted into 2,500,000,000 shares of Common Stock at a conversion rate of $0.0001 per share; due and payable in full on the earliest of: (i) the third anniversary of the June HWH Note; (ii) the acceleration of the June HWH Note upon the occurrence of an event of default (as defined in the June HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the June HWH Note. The Company may, at its option, at any time during the term of the June HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On June 19, 2024, the Company and HWH entered into an addendum to the June HWH SPA and June HWH Note to amend: (i) the number of shares of Common Stock convertible under the June HWH Note from 2,500,000,000 to 125,000,000; and (ii) the conversion rate from $0.0001 to $0.002.

During the three months ended June 30, 2024 and 2023, interest expense associated with the Company’s convertible notes was approximately $14,167 and $0.

NOTE 10 – INCOME TAXES

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

Country	2024			2023
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:

	2024			2023
	Three Months Ended June 30,
	2024			2023
Federal statutory rate		21.0	%		21.0	%
State and local income taxes					(0.3	)
Permanent differences					0.8
Change in valuation allowance for NOL carry-forwards		(21.0	)		(21.0	)
Stock warrant transactions and other items		-
Effective income tax rate		0	%		0.5	%

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

NOTE 11 - RELATED PARTY TRANSACTIONS

Alset Inc.

HWH International Inc.

On March 18, 2024, the Company entered into a securities purchase agreement with HWH International Inc., a Delaware corporation whereby the Company issued to HWH (i) a convertible promissory note in an aggregate principal amount of $250,000.00 which shall be convertible into 208,333,333 shares of the Company’s common stock at the option of HWH and (ii) a common stock purchase warrant agreement which shall be exercisable into up to 208,333,333 shares of the Company’s common stock for an aggregate purchase price of $250,000. The convertible promissory note (the “HWH Note”) bears a 6% interest per annum and had a commitment fee of $15,000. The note, together with any accrued interest reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or convert into shares of common stock of the Company at a conversion rate of $0.0012 per share; and it shall be due and payable in full on the earliest of: (i) the third anniversary of the note; (ii) the acceleration of the note upon the occurrence of an event of default (as defined in the note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of this Note. The Company may, at its option, at any time during the term of the HWH Note, redeem a portion or all amounts of outstanding Principal Amount, without incurring penalties, additional interest, or other fees or charges. The purchase price of one share of common stock of the Company under this warrant shall be equal to $0.0012. The exercise period for each warrant will be five years from the date of this warrant. On June 19, 2024, the Company and HWH executed an amended to revise the conversion rate from $0.0001 to $0.002.

Mr. Chan, the Company’s chairman is the executive chairman and a director of HWH; Mr. Thatch, the Company’s chief executive officer (CEO) is the CEO of HWH.

NOTE 12 – STOCK-BASED COMPENSATION

Stock Warrants

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, 2024 and 2023, the Company didn’t recognized a compensatory gain in connection with grants with a variable exercise price after service is completed. As of June 30, 2024, there are no warrants outstanding with a variable exercise price.

NOTE 13 – 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, 2024		March 31, 2024
		As of
Assets	Classification	June 30, 2024		March 31, 2024
Operating leases	Right-of-use assets, net	$	390,998	$	403,107
Total lease assets		$	390,998	$	403,107

Liabilities
Operating leases	Accrued and other current liabilities	$	50,363	$	21,909
Operating leases	Lease liability, long-term		375,695		416,277
Total lease liabilities		$	426,058	$	438,186

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

SCHEDULE OF OPERATING LEASE COSTS

Lease cost	Classification	2024		2023
		Three Months Ended June 30,
Lease cost	Classification	2024		2023
Operating lease cost	General and administrative expenses	$	23,972	$	27,534
Total lease cost		$	23,972	$	27,534

The Company’s lease liabilities are payable as follows:

Twelve months ending June 30,	Amount
2024	$	50,031
2025		102,842
2026		105,621
2027		108,400
2028		111,180
Thereafter		111,460
Total remaining payments		589,534
Less imputed interest		(163,476	)
Total lease liability	$	426,058

NOTE 14 – 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 as of June 30, 2024.

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.

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 a Response Brief on February 22, 2023. The appeal is still pending as of June 30, 2024.

NOTE 15 - FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash equivalents, if any, accounts receivable, notes receivable, accounts payable, and notes payable, including convertible notes. The carrying amounts of cash equivalents, if any, accounts receivable, notes receivable, and accounts payable approximate their respective fair values due to the short-term nature of these financial instruments.

The Company measures and discloses the fair value of its financial instruments under the provisions of ASC Topic 820 – Fair Value Measurement, as amended (“ASC 820”). The Company defines “fair value” as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for measuring fair value and requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There were no transfers between the levels of the fair value hierarchy during the periods covered by the accompanying consolidated financial statements.

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


	As of June 30, 2024
	Total		Level 1		Level 2		Level 3
Assets

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

Convertible notes payable	$	1,145,534	$	-	$	1,145,534	$	-

Total liabilities	$	1,145,534	$	-	$	1,145,534	$	-


	As of March 31, 2024
	Total		Level 1		Level 2		Level 3
Assets
Investment in unconsolidated entities	$	-	$	-	$	-	$	-
Total assets	$	-	$	-	$	-	$	-
Liabilities
Convertible notes payable	$	587,303	$	-	$	587,303	$	-
Total liabilities	$	587,303	$	-	$	587,303	$	-

NOTE 16 – SUBSEQUENT EVENTS

The Company has evaluated all subsequent events and transactions through August 9, 2024, the date that the condensed consolidated financial statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure.

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, 2024, 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,
	2024			2023			Increase (Decrease)			% Change
Net sales	$	2,221,524		$	2,878,121		$	(656,597	)		-22.8	%
Gross profit		1,544,673			2,032,292			(487,619	)		-24.0	%
Operating expenses		(2,181,842	)		(3,708,562	)		1,526,720			-41.2	%
Operating loss		(637,169	)		(1,676,270	)		1,039,101			-62.0	%
Non-Operating expense, net		(331,397	)		(735,987	)		533,756			-72.5	%
Loss before income taxes		(968,566	)		(2,412,257	)		1,572,857			-65.2	%
Income tax expense		-			12,102			(12,102	)		-100.0	%
Net loss	$	(968,566	)	$	(2,424,359	)	$	1,584,959			-65.4	%

Highlights for the Three months ended June 30, 2024:

	●	For the three months ended June 30, 2024, our consolidated net sales decreased $0.7 million, or 22.8%, compared to the three months ended June 30, 2023.

	●	For the three months ended June 30, 2024, our consolidated gross profit decreased $0.5 million, or 24.0%, compared to the three months ended June 30, 2023. Our consolidated gross margin was 69.5% for the three months ended June 30, 2024, compared to 70.6% for the three months ended June 30, 2023.

	●	For the three months ended June 30, 2024, our consolidated operating expenses decreased $1.5 million, or 41.2% to 2.2 million, compared to the three months ended June 30, 2023.

	●	For the three months ended June 30, 2024, our consolidated operating loss was $0.6 million, compared to operating loss of $1.7 million for the three months ended June 30, 2023.

	●	For the three months ended June 30, 2024, our consolidated net non-operating expense was $0.3 million, compared to net non-operating expense of $0.7 million for the three months ended June 30, 2023.

	●	For the three months ended June 30, 2024, our consolidated net loss was approximately $1.0 million, compared to $2.4 million for the three months ended June 30, 2023. For the three months ended June 30, 2024, and 2023, our basic and diluted loss per share was $0.002 and $0.01, respectively.

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.

Financing Arrangements

Historically, the Company has funded a substantial portion of its liquidity and cash needs through the issuance of notes or convertible notes and borrowings under short-term financing arrangements, and 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, 2024, 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 and (c) re-vamping and re-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

Three months ended June 30, 2024, as compared to the Three months ended June 30, 2023

Net Sales

For the three months ended June 30, 2024, our consolidated net sales decreased by $0.7 million, or 22.8%, to $2.2 million, compared to the three months ended June 30, 2023. The decrease in net sales mainly reflects: (a) the decline in orders from independent distributors; (b) the decline in the number of independent 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 in the U.S.

During the three months ended June 30, 2024, and 2023, the Company derived substantially all its consolidated net sales from the sale of its health and wellness products.

Gross Profit

For the three months ended June 30, 2024, our consolidated gross profit decreased by approximately $0.5 million, to $1.5 million, compared to the three months ended June 30, 2023; and our consolidated gross margin was 69.5% and 70.6%, respectively. The gross margin was about the same compared to the last year’s which is mainly due to efforts to reduce our cost of goods sold and our shipping expenses.

Selling and Marketing Expenses

For the three months ended June 30, 2024, our consolidated selling and marketing expenses decreased by $0.8 million, to $0.6 million, or 28.6% of consolidated net sales, compared to $1.4 million, or 49.4% of consolidated net sales, for the three months ended June 30, 2023. The $0.8 million decrease in consolidated selling and marketing expenses is due to lower sales commissions of $0.5 million (which reflects the decrease in consolidated sales discussed above), lower convention expenses of $0.2 million, and lower marketing expenses of $0.1 million.

General and Administrative Expenses

For the three months ended June 30, 2024, 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 approximately $0.7 million, to $1.5 million. The $0.7 million decrease was primarily due to lower consulting expense of approximately $0.3 million, and lower employee compensation and compensation-related benefits of $0.3 million due to less headcount year over year.

Change in Fair Value of Embedded Derivatives

For the three months ended June 30, 2024, we recorded a non-cash charge of approximately $187,000 in connection with the issuance of four convertible promissory notes to our related parties Alset Inc. and HWH International Inc., representing the change in fair value of embedded derivatives.

Interest Expense, Net

For the three months ended June 30, 2024, our consolidated interest expense was $147,664.

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.

Gain on Extinguishment of Debt

For the three months ended June 30, 2024, no gain on extinguishment of debt was recognized.

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 Loss on investment

For the three months ended June 30, 2024, no loss on unrealized investment was recognized.

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.

Other Non-operating Income, net

For the three months ended June 30, 2024, there was a gain of foreign currency transactions of 3,664.

For the three months ended June 30, 2023, our net consolidated non-operating income includes recoveries on litigation settlements of $100,000 and other non-operating expense $2,178.

Income Tax Benefit

Income tax (benefit) expenses 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.

For the three months ended June 30, 2024, no income tax benefit/expense was recognized. During the three months ended June 30, 2023, the Company recognized a current federal income tax expense of $3,176, and a state and local tax expense of $8,926.

Net Loss and Loss per Share

As a result of the foregoing, for the three months ended June 30, 2024, our consolidated net loss was $1.0 million, compared to $2.4 million for the three months ended June 30, 2023. For the three months ended June 30, 2024, and June 30, 2023, our basic and diluted loss per share was $0.002 and $0.01, 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 $4.4 million as of June 30, 2024, compared to $4.2 million as of March 31, 2024.

As of June 30, 2024, and March 31, 2024, our cash and cash equivalents were $0.6 million and $0.9 million, respectively. Based upon the current level of operations and anticipated investments necessary to grow our business, while we believe that existing cash balances and anticipated funds from operations may be sufficient to meet our working capital requirements over the next 12 months, we will need to obtain additional financing through the issuance of equity securities and convertible promissory notes. Please see NOTE 2 – GOING CONCERN.

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, 2024, compared to the three months ended June 30, 2023:

	Three Months Ended June 30,
	2024			2023
Net cash used in operating activities	$	(821,795	)	$	(1,788,977	)
Net cash provided by financing activities		500,000			-
Impact of currency rate changes in cash		7,936			164,237
Decrease in cash and cash equivalents	$	(313,859	)	$	(1,624,740	)

Net Cash Used in Operating Activities

For the three months ended June 30, 2024, net cash used in operating activities was $0.8 million, compared to $1.8 million for the three months ended June 30, 2023. The $1.0 million decrease was due to a decline in operating losses of $1.0 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).

Net Cash Provided by Financing Activities

For the three months ended June 30, 2024, net cash provided by financing activities was $0.5 million, compared to $0 for the three months ended June 30, 2023. The $0.5 million represents convertible promissory notes from HWH.

Impact of currency rate changes in cash

For the three months ended June 30, 2024, the impact of currency rate changes in cash was $7,936, compared to $164,237, for the three months ended June 30, 2023.

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.

Capital Requirements

During the quarter ended June 30, 2024, 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, 2024.

Off-Balance Sheet Financing Arrangements

As of June 30, 2024, we had no off-balance sheet financing arrangements.

Critical Accounting Estimates

There were no material changes to the Company’s critical accounting estimates or assumptions since March 31, 2024.

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, 2024, due to material weaknesses in our internal control over financial reporting that have yet to be fully remediated, the Company’s disclosure controls and procedures were ineffective 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, 2024, 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		Amended and Restated Certificate of Designation of Series D Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2023)

10.1†		Asset Purchase Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023)

10.2		Bill of Sale and Assumption Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023)

10.3		Exclusive Intellectual Property License Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023)

10.4		Assignment and Assumption Agreement between Sharing Services Global Corporation, Decentralized Sharing Systems, Inc., and Ascend Management Pte. Ltd., dated November 3, 2023 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 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		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

*Filed herewith

**Furnished herewith.

† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(b)(2) of Regulation S-K.

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 9, 2024

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

Date August 9, 2024

	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 9, 2024

		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 9, 2024

		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, 2024, 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 9, 2024

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, 2024, 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 9, 2024

Cover - shares	3 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 09, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
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, 2024	Mar. 31, 2024
Current Assets
Cash and cash equivalents	$ 580,347	$ 894,206
Trade accounts receivable, net	300,916	280,793
Other receivable	1,800,000	1,800,000
Inventory, net	1,195,982	1,318,662
Other current assets, net	220,887	132,674
Total Current Assets	4,098,132	4,426,335
Property and equipment, net	207,166	239,943
Right-of-use assets, net	390,998	403,107
Intangible assets	366,310	402,144
Other assets	1,164,174	1,163,385
TOTAL ASSETS	6,226,780	6,634,914
Current Liabilities
Accounts payable	1,115,394	1,304,046
Accrued and other current liabilities	2,761,105	2,611,951
Accrued sales commission payable	1,683,937	1,742,309
State and local taxes payable	1,549,014	1,545,463
Convertible notes payable, related party	268,607	262,782
Total Current Liabilities	8,578,057	8,666,551
Non-current convertible notes payable, related party	1,006,093	324,521
Lease liability, long-term	375,695	416,277
TOTAL LIABILITIES	9,959,845	9,407,349
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Common stock, $0.0001 par value, 1,990,000,000 shares designated, 376,328,885 shares issued and outstanding	37,633	37,633
Treasury Stock
Additional paid in capital	110,699,858	110,699,858
Shares to be issued	12,146	12,146
Accumulated deficit	(114,136,481)	(113,167,915)
Accumulated other comprehensive loss	(346,856)	(354,792)
TOTAL STOCKHOLDERS’ DEFICIT	(3,733,065)	(2,772,435)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	6,226,780	6,634,914
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
Series D Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred stock value	3	3
Related Party [Member]
Current Liabilities
Note payable	$ 1,200,000	$ 1,200,000

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Mar. 31, 2024
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	376,328,885
Common stock, shares outstanding	376,328,885	376,328,885
Series A 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 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 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
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	26,000	26,000
Preferred stock, shares outstanding	26,000	26,000

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net sales	$ 2,221,524	$ 2,878,121
Cost of goods sold	676,851	845,829
Gross profit	1,544,673	2,032,292
Operating expenses
Selling and marketing expenses	636,244	1,421,490
General and administrative expenses	1,545,598	2,287,072
Total operating expenses	2,181,842	3,708,562
Operating loss	(637,169)	(1,676,270)
Other income (expense):
Change in fair value of embedded derivatives	(187,397)
Interest expense, net	(147,664)	(905,811)
Gain on extinguishment of debt		150,634
Unrealized loss on investment		(78,632)
Other non-operating income, net	3,664	97,822
Total other expense, net	(331,397)	(735,987)
Loss before income taxes	(968,566)	(2,412,257)
Income tax provision		12,102
Net loss	(968,566)	(2,424,359)
Other comprehensive loss, net of tax:
Currency translation adjustments	7,936	(5,169)
Total other comprehensive gain (loss)	7,936	(5,169)
Comprehensive loss	$ (960,630)	$ (2,429,528)
Loss per share:
Basic	$ (0.002)	$ (0.01)
Diluted	$ (0.002)	$ (0.01)
Weighted average shares:
Basic	376,328,885	370,934,280
Diluted	376,328,885	370,934,280

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (968,566)	$ (2,424,359)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	68,572	178,232
Stock-based compensation
Amortization of debt discount and other		515,728
Change in fair value of embedded derivatives	187,397
Gain on extinguishment of debt		(150,634)
Bad debt expense		39,933
Provision for obsolete inventory		15,847
Changes in operating assets and liabilities:
Accounts receivable	(20,123)	(498,196)
Inventory	122,680	(57,180)
Other current assets	(88,960)	189,881
Accounts payable	(188,652)	(1,635)
Income taxes payable	3,551
Lease liability	12,109	123
Accrued and other liabilities	50,197	403,283
Net Cash Used in Operating Activities	(821,795)	(1,788,977)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes, related party	500,000
Net Cash Provided by Financing Activities	500,000
IMPACT OF CURRENCY RATE CHANGES ON CASH	7,936	164,237
Decrease in cash and cash equivalents	(313,859)	(1,624,740)
Cash and cash equivalents, beginning of period	894,206	2,994,885
Cash and cash equivalents, end of period	580,347	1,370,145
Supplemental cash flow information
Cash paid for interest	86,167
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' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Shares To Be Issued [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Mar. 31, 2023	$ 310	$ 322		$ 34,745	$ 84,619,762	$ 12,146	$ (626,187)	$ (106,456,378)	$ (308,305)	$ (22,723,585)
Balance, shares at Mar. 31, 2023	3,100,000	3,220,000		347,451,880
Currency translation adjustments									(5,169)	(5,169)
Net loss								(2,424,359)		(2,424,359)
Cancellation of treasury 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
Balance at Jun. 30, 2023	$ 310	322		$ 37,633	84,530,493	12,146		(108,880,737)	(313,474)	(24,613,307)
Balance, shares at Jun. 30, 2023	3,100,000
Balance at Mar. 31, 2024	$ 310	$ 322	$ 3	$ 37,633	110,699,858	12,146		(113,167,915)	(354,792)	(2,772,435)
Balance, shares at Mar. 31, 2024	3,100,000	3,220,000	26,000	376,328,885
Currency translation adjustments									7,936	7,936
Net loss								(968,566)		(968,566)
Balance at Jun. 30, 2024	$ 310	$ 322	$ 3	$ 37,633	$ 110,699,858	$ 12,146		$ (114,136,481)	$ (346,856)	$ (3,733,065)
Balance, shares at Jun. 30, 2024	3,100,000	3,220,000	26,000	376,328,885

ORGANIZATION AND BUSINESS

3 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS

NOTE 1 – ORGANIZATION AND BUSINESS

Description of Operations

●	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. ^TMmarkets and distributes its health and wellness products primarily in the United States (the “U.S.”) and Canada.

	The Company generates substantially all of its revenue from the sale of health and wellness products.

●	Sale of Member-Based Travel Services - Through its subsidiary, Global 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.

	The Company is in the process of revamping its travel services business and has temporarily suspended its MTV business operation to prepare for its re-launch in the first quarter of 2025.

GOING CONCERN

3 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2 – GOING CONCERN

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates and Assumptions

Cash and Cash Equivalents

Trade Accounts Receivable and Allowance for Credit Losses

Inventory

Other Receivable and Loan Payable

Other Assets

Foreign Currency Translation

	South Korean Won per 1 USD
	2024		2023
Exchange rate as of June 30th		1,381.47		1,318.86
Average exchange rate for the three months ended		1,371.74		1,315.28

Comprehensive Loss

For the three months ended June 30, 2024 and 2023, the Company’s comprehensive loss comprised of currency translation adjustments and net loss.

Revenue Recognition

As of June 30, 2024 and March 31, 2024, deferred revenue associated with

●	product invoiced but not received by customers at the balance sheet date was $71,964 and $80,404, respectively;
●	unfulfilled performance obligations for services offered on a subscription basis was $33,294 and $37,774, respectively;
●	unfulfilled performance obligations for customers’ right of return was $24,397 and $24,703, respectively; and
●	customer loyalty points outstanding was $19,326 and $19,326, respectively.

During the three months ended June 30, 2024 and 2023, approximately 100% and 95% all the Company’s consolidated net sales were from its sale of health and wellness products.

Sales Commissions

Segment Reporting

Recently Issued Accounting Standards - Pending Adoption

LOSS PER SHARE

3 Months Ended

Jun. 30, 2024

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:

	2024			2023
	Three Months Ended June 30,
	2024			2023
Net loss	$	(968,566	)	$	(2,424,359	)
Weighted average basic and diluted shares		376,328,885			370,934,280
Loss per share:
Basic and diluted	$	(0.002	)	$	(0.01	)

The following potentially dilutive securities and instruments were outstanding as of June 30, 2024, and 2023, but excluded from the table above:

	2024		2023
	As of June 30,
	2024		2023
Convertible notes payable		437,728,937		-
Stock warrants		208,333,333		-
Convertible preferred stock		6,320,000		6,320,000
Total potential incremental shares		652,382,270		6,320,000

INVENTORY, NET

3 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

INVENTORY, NET

NOTE 5 – INVENTORY, NET

Inventory consists of the following:

SCHEDULE OF INVENTORY

	June 30, 2024			March 31, 2024
	As of
	June 30, 2024			March 31, 2024
Finished goods	$	2,719,226		$	2,878,569
Promotional items		5,940			5,940
Raw materials		77,902			77,902
Allowance for obsolescence		(1,607,086	)		(1,643,749	)
Inventory, net	$	1,195,982		$	1,318,662

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

	2024			2023
	Three months ended June 30,
	2024			2023
Balance at beginning of period	$	1,643,749		$	880,926
Provision for estimated obsolescence		(4,149	)		15,847
Write-offs		-			(1,170	)
Currency translation adjustment		(32,514	)		-
Balance at end of period	$	1,607,086		$	895,603

OTHER CURRENT ASSETS, NET

3 Months Ended

Jun. 30, 2024

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

OTHER CURRENT ASSETS, NET

NOTE 6 – OTHER CURRENT ASSETS, NET

Other current assets consist of the following:

SCHEDULE OF OTHER CURRENT ASSETS

	June 30, 2024			March 31, 2024
	As of
	June 30, 2024			March 31, 2024
Inventory-related deposits	$	332,743		$	252,867
Prepaid insurance and other operational expenses		40,357			31,598
Deposits for sales events		23,428			23,850
Subtotal		396,528			308,315
Allowance for losses		(175,641	)		(175,641	)
Other current assets	$	220,887		$	132,674

As of June 30, 2024 and March 31, 2024, the allowance for losses in connection with certain inventory-related deposits for which recoverability is $175,641.

PROPERTY AND EQUIPMENT, NET

3 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 7 – PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2024			March 31, 2024
	As of
	June 30, 2024			March 31, 2024
Computer software	$	1,024,274		$	1,024,274
Furniture and fixtures		285,632			285,732
Computer equipment		220,364			220,264
Leasehold improvements and other		399,306			399,306
Total property and equipment		1,929,576			1,929,576
Accumulated depreciation and amortization		(1,722,410	)		(1,689,633	)
Property and equipment, net	$	207,166		$	239,943

Depreciation and amortization expense in connection with the Company’s property and equipment for the three months ended June 30, 2024 and 2023 was $73,149 and $178,232, respectively.

ACCRUED AND OTHER CURRENT LIABILITIES

3 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

ACCRUED AND OTHER CURRENT LIABILITIES

NOTE 8 – ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following:

	June 30, 2024		March 31, 2024
	As of
	June 30, 2024		March 31, 2024
Deferred sales revenues	$	148,980	$	162,207
Liability associated with uncertain tax positions		925,786		925,786
Accrued interest payable		20,000		5,833
Payroll and employee benefits		151,363		206,426
Lease liability, current portion		50,363		21,909
Other accruals		1,464,613		1,289,790
	$	2,761,105	$	2,611,951

CONVERTIBLE NOTES PAYABLE, RELATED PARTY

3 Months Ended

Jun. 30, 2024

Convertible Notes Payable Related Party

CONVERTIBLE NOTES PAYABLE, RELATED PARTY

NOTE 9 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY

Convertible notes payable consists of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Issuance Date	Maturity Date		Interest Rate			Price (per share)		June 30, 2024		March 31, 2024
						Conversion		As of
Issuance Date	Maturity Date		Interest Rate			Price (per share)		June 30, 2024		March 31, 2024
January 2024		July 2024		10	%		See Note	$	250,000	$	250,000
March 2024		March 2027		6	%	$	0.0012		250,000		250,000
May 2024		May 2027		8	%		0.0020		250,000
June 2024		June 2027		8	%		0.0020		250,000
Total convertible notes payable									1,000,000		500,000
Change in fair value of embedded derivatives									274,700		87,303
Subtotal									1,274,700		587,303
Less: current portion of convertible notes payable									268,607		262,782
Long-term convertible notes payable								$	1,006,093	$	324,521

During the three months ended June 30, 2024 and 2023, interest expense associated with the Company’s convertible notes was approximately $14,167 and $0.

INCOME TAXES

3 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 10 – INCOME TAXES

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

Country	2024			2023
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:

	2024			2023
	Three Months Ended June 30,
	2024			2023
Federal statutory rate		21.0	%		21.0	%
State and local income taxes					(0.3	)
Permanent differences					0.8
Change in valuation allowance for NOL carry-forwards		(21.0	)		(21.0	)
Stock warrant transactions and other items		-
Effective income tax rate		0	%		0.5	%

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

RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

NOTE 11 - RELATED PARTY TRANSACTIONS

Alset Inc.

HWH International Inc.

Mr. Chan, the Company’s chairman is the executive chairman and a director of HWH; Mr. Thatch, the Company’s chief executive officer (CEO) is the CEO of HWH.

STOCK-BASED COMPENSATION

3 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 12 – STOCK-BASED COMPENSATION

Stock Warrants

LEASES

3 Months Ended

Jun. 30, 2024

Leases

LEASES

NOTE 13 – 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, 2024		March 31, 2024
		As of
Assets	Classification	June 30, 2024		March 31, 2024
Operating leases	Right-of-use assets, net	$	390,998	$	403,107
Total lease assets		$	390,998	$	403,107

Liabilities
Operating leases	Accrued and other current liabilities	$	50,363	$	21,909
Operating leases	Lease liability, long-term		375,695		416,277
Total lease liabilities		$	426,058	$	438,186

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

SCHEDULE OF OPERATING LEASE COSTS

Lease cost	Classification	2024		2023
		Three Months Ended June 30,
Lease cost	Classification	2024		2023
Operating lease cost	General and administrative expenses	$	23,972	$	27,534
Total lease cost		$	23,972	$	27,534

The Company’s lease liabilities are payable as follows:

Twelve months ending June 30,	Amount
2024	$	50,031
2025		102,842
2026		105,621
2027		108,400
2028		111,180
Thereafter		111,460
Total remaining payments		589,534
Less imputed interest		(163,476	)
Total lease liability	$	426,058

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Legal Matters in General

Legal Proceedings

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

3 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

NOTE 15 - 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:


	As of June 30, 2024
	Total		Level 1		Level 2		Level 3
Assets

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

Convertible notes payable	$	1,145,534	$	-	$	1,145,534	$	-

Total liabilities	$	1,145,534	$	-	$	1,145,534	$	-


	As of March 31, 2024
	Total		Level 1		Level 2		Level 3
Assets
Investment in unconsolidated entities	$	-	$	-	$	-	$	-
Total assets	$	-	$	-	$	-	$	-
Liabilities
Convertible notes payable	$	587,303	$	-	$	587,303	$	-
Total liabilities	$	587,303	$	-	$	587,303	$	-

SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 16 – SUBSEQUENT EVENTS

SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates and Assumptions

Use of Estimates and Assumptions

Cash and Cash Equivalents

Cash and Cash Equivalents

Trade Accounts Receivable and Allowance for Credit Losses

Trade Accounts Receivable and Allowance for Credit Losses

Inventory

Inventory

Other Receivable and Loan Payable

Other Receivable and Loan Payable

Other Assets

Other Assets

Foreign Currency Translation

Foreign Currency Translation

	South Korean Won per 1 USD
	2024		2023
Exchange rate as of June 30th		1,381.47		1,318.86
Average exchange rate for the three months ended		1,371.74		1,315.28

Comprehensive Loss

Comprehensive Loss

For the three months ended June 30, 2024 and 2023, the Company’s comprehensive loss comprised of currency translation adjustments and net loss.

Revenue Recognition

Revenue Recognition

As of June 30, 2024 and March 31, 2024, deferred revenue associated with

●	product invoiced but not received by customers at the balance sheet date was $71,964 and $80,404, respectively;
●	unfulfilled performance obligations for services offered on a subscription basis was $33,294 and $37,774, respectively;
●	unfulfilled performance obligations for customers’ right of return was $24,397 and $24,703, respectively; and
●	customer loyalty points outstanding was $19,326 and $19,326, respectively.

During the three months ended June 30, 2024 and 2023, approximately 100% and 95% all the Company’s consolidated net sales were from its sale of health and wellness products.

Sales Commissions

Sales Commissions

Segment Reporting

Segment Reporting

Recently Issued Accounting Standards - Pending Adoption

Recently Issued Accounting Standards - Pending Adoption

SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION

	South Korean Won per 1 USD
	2024		2023
Exchange rate as of June 30th		1,381.47		1,318.86
Average exchange rate for the three months ended		1,371.74		1,315.28

LOSS PER SHARE (Tables)

3 Months Ended

Jun. 30, 2024

Loss per share:

SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

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

	2024			2023
	Three Months Ended June 30,
	2024			2023
Net loss	$	(968,566	)	$	(2,424,359	)
Weighted average basic and diluted shares		376,328,885			370,934,280
Loss per share:
Basic and diluted	$	(0.002	)	$	(0.01	)

SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING

The following potentially dilutive securities and instruments were outstanding as of June 30, 2024, and 2023, but excluded from the table above:

	2024		2023
	As of June 30,
	2024		2023
Convertible notes payable		437,728,937		-
Stock warrants		208,333,333		-
Convertible preferred stock		6,320,000		6,320,000
Total potential incremental shares		652,382,270		6,320,000

INVENTORY, NET (Tables)

3 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORY

Inventory consists of the following:

SCHEDULE OF INVENTORY

	June 30, 2024			March 31, 2024
	As of
	June 30, 2024			March 31, 2024
Finished goods	$	2,719,226		$	2,878,569
Promotional items		5,940			5,940
Raw materials		77,902			77,902
Allowance for obsolescence		(1,607,086	)		(1,643,749	)
Inventory, net	$	1,195,982		$	1,318,662

SCHEDULE OF ALLOWANCE FOR INVENTORY OBSOLESCENCE

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

	2024			2023
	Three months ended June 30,
	2024			2023
Balance at beginning of period	$	1,643,749		$	880,926
Provision for estimated obsolescence		(4,149	)		15,847
Write-offs		-			(1,170	)
Currency translation adjustment		(32,514	)		-
Balance at end of period	$	1,607,086		$	895,603

OTHER CURRENT ASSETS, NET (Tables)

3 Months Ended

Jun. 30, 2024

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

SCHEDULE OF OTHER CURRENT ASSETS

Other current assets consist of the following:

SCHEDULE OF OTHER CURRENT ASSETS

	June 30, 2024			March 31, 2024
	As of
	June 30, 2024			March 31, 2024
Inventory-related deposits	$	332,743		$	252,867
Prepaid insurance and other operational expenses		40,357			31,598
Deposits for sales events		23,428			23,850
Subtotal		396,528			308,315
Allowance for losses		(175,641	)		(175,641	)
Other current assets	$	220,887		$	132,674

PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2024			March 31, 2024
	As of
	June 30, 2024			March 31, 2024
Computer software	$	1,024,274		$	1,024,274
Furniture and fixtures		285,632			285,732
Computer equipment		220,364			220,264
Leasehold improvements and other		399,306			399,306
Total property and equipment		1,929,576			1,929,576
Accumulated depreciation and amortization		(1,722,410	)		(1,689,633	)
Property and equipment, net	$	207,166		$	239,943

ACCRUED AND OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following:

	June 30, 2024		March 31, 2024
	As of
	June 30, 2024		March 31, 2024
Deferred sales revenues	$	148,980	$	162,207
Liability associated with uncertain tax positions		925,786		925,786
Accrued interest payable		20,000		5,833
Payroll and employee benefits		151,363		206,426
Lease liability, current portion		50,363		21,909
Other accruals		1,464,613		1,289,790
	$	2,761,105	$	2,611,951

CONVERTIBLE NOTES PAYABLE, RELATED PARTY (Tables)

3 Months Ended

Jun. 30, 2024

Convertible Notes Payable Related Party

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Convertible notes payable consists of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Issuance Date	Maturity Date		Interest Rate			Price (per share)		June 30, 2024		March 31, 2024
						Conversion		As of
Issuance Date	Maturity Date		Interest Rate			Price (per share)		June 30, 2024		March 31, 2024
January 2024		July 2024		10	%		See Note	$	250,000	$	250,000
March 2024		March 2027		6	%	$	0.0012		250,000		250,000
May 2024		May 2027		8	%		0.0020		250,000
June 2024		June 2027		8	%		0.0020		250,000
Total convertible notes payable									1,000,000		500,000
Change in fair value of embedded derivatives									274,700		87,303
Subtotal									1,274,700		587,303
Less: current portion of convertible notes payable									268,607		262,782
Long-term convertible notes payable								$	1,006,093	$	324,521

INCOME TAXES (Tables)

3 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE

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

Country	2024			2023
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:

	2024			2023
	Three Months Ended June 30,
	2024			2023
Federal statutory rate		21.0	%		21.0	%
State and local income taxes					(0.3	)
Permanent differences					0.8
Change in valuation allowance for NOL carry-forwards		(21.0	)		(21.0	)
Stock warrant transactions and other items		-
Effective income tax rate		0	%		0.5	%

SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE

Our consolidated effective income tax rate reconciliation is as follows:

	2024			2023
	Three Months Ended June 30,
	2024			2023
Federal statutory rate		21.0	%		21.0	%
State and local income taxes					(0.3	)
Permanent differences					0.8
Change in valuation allowance for NOL carry-forwards		(21.0	)		(21.0	)
Stock warrant transactions and other items		-
Effective income tax rate		0	%		0.5	%

LEASES (Tables)

3 Months Ended

Jun. 30, 2024

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, 2024		March 31, 2024
		As of
Assets	Classification	June 30, 2024		March 31, 2024
Operating leases	Right-of-use assets, net	$	390,998	$	403,107
Total lease assets		$	390,998	$	403,107

Liabilities
Operating leases	Accrued and other current liabilities	$	50,363	$	21,909
Operating leases	Lease liability, long-term		375,695		416,277
Total lease liabilities		$	426,058	$	438,186

SCHEDULE OF OPERATING LEASE COSTS

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

SCHEDULE OF OPERATING LEASE COSTS

Lease cost	Classification	2024		2023
		Three Months Ended June 30,
Lease cost	Classification	2024		2023
Operating lease cost	General and administrative expenses	$	23,972	$	27,534
Total lease cost		$	23,972	$	27,534

SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE

The Company’s lease liabilities are payable as follows:

Twelve months ending June 30,	Amount
2024	$	50,031
2025		102,842
2026		105,621
2027		108,400
2028		111,180
Thereafter		111,460
Total remaining payments		589,534
Less imputed interest		(163,476	)
Total lease liability	$	426,058

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Jun. 30, 2024

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:


	As of June 30, 2024
	Total		Level 1		Level 2		Level 3
Assets

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

Convertible notes payable	$	1,145,534	$	-	$	1,145,534	$	-

Total liabilities	$	1,145,534	$	-	$	1,145,534	$	-


	As of March 31, 2024
	Total		Level 1		Level 2		Level 3
Assets
Investment in unconsolidated entities	$	-	$	-	$	-	$	-
Total assets	$	-	$	-	$	-	$	-
Liabilities
Convertible notes payable	$	587,303	$	-	$	587,303	$	-
Total liabilities	$	587,303	$	-	$	587,303	$	-

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 968,566	$ 2,424,359

SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION (Details) - South Korean [Member]	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Exchange rate	1,381.47	1,318.86
Average exchange rate	1,371.74	1,315.28

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Aug. 31, 2023	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Jul. 31, 2023	Dec. 31, 2022
Product Information [Line Items]
Credit card receivables			$ 40,000.00		$ 50,000.00
Cash equivalents held in bank accounts			300,000		400,000
Provisions for obsolete inventory			1,600,000		1,600,000
Tax credit						$ 1,800,000
origination fee	$ 24,000
Other asset							$ 1,000,000
Deferred revenue			148,980		162,207
Sales commission expense			$ 600,000	$ 1,000,000.0
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer [Member]
Product Information [Line Items]
Concentration risk, percentage			100.00%	95.00%
Customers [Member]
Product Information [Line Items]
Deferred revenue			$ 71,964		80,404
Services Offered on Subscription Basis [Member]
Product Information [Line Items]
Deferred revenue			33,294		37,774
Customers Right of Return [Member]
Product Information [Line Items]
Deferred revenue			24,397		24,703
Customer Loyalty Points [Member]
Product Information [Line Items]
Deferred revenue			$ 19,326		$ 19,326
Bridge Loan [Member]
Product Information [Line Items]
Loans payable	$ 1,200,000
Loan term	12 months
Interest rate	2.00%
Net proceeds		$ 1,180,000

SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (Details) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Loss per share:
Net loss	$ (968,566)	$ (2,424,359)
Weighted average basic shares	376,328,885	370,934,280
Weighted average diluted shares	376,328,885	370,934,280
Loss per share basic	$ (0.002)	$ (0.01)
Loss per share diluted	$ (0.002)	$ (0.01)

SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING (Details) - shares	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potential incremental shares	652,382,270	6,320,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potential incremental shares	437,728,937
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potential incremental shares	208,333,333
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

SCHEDULE OF INVENTORY (Details) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Inventory Disclosure [Abstract]
Finished goods	$ 2,719,226	$ 2,878,569
Promotional items	5,940	5,940
Raw materials	77,902	77,902
Allowance for obsolescence	(1,607,086)	(1,643,749)
Inventory, net	$ 1,195,982	$ 1,318,662

SCHEDULE OF ALLOWANCE FOR INVENTORY OBSOLESCENCE (Details) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Inventory Disclosure [Abstract]
Balance at beginning of period	$ 1,643,749	$ 880,926
Provision for estimated obsolescence	(4,149)	15,847
Write-offs		(1,170)
Currency translation adjustment	(32,514)
Balance at end of period	$ 1,607,086	$ 895,603

SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Inventory-related deposits	$ 332,743	$ 252,867
Prepaid insurance and other operational expenses	40,357	31,598
Deposits for sales events	23,428	23,850
Subtotal	396,528	308,315
Allowance for losses	(175,641)	(175,641)
Other current assets	$ 220,887	$ 132,674

OTHER CURRENT ASSETS, NET (Details Narrative) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Allowance for losses	$ 175,641	$ 175,641

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Computer software	$ 1,024,274	$ 1,024,274
Furniture and fixtures	285,632	285,732
Computer equipment	220,364	220,264
Leasehold improvements and other	399,306	399,306
Total property and equipment	1,929,576	1,929,576
Accumulated depreciation and amortization	(1,722,410)	(1,689,633)
Property and equipment, net	$ 207,166	$ 239,943

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 73,149	$ 178,232

SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Payables and Accruals [Abstract]
Deferred sales revenues	$ 148,980	$ 162,207
Liability associated with uncertain tax positions	925,786	925,786
Accrued interest payable	20,000	5,833
Payroll and employee benefits	151,363	206,426
Lease liability, current portion	50,363	21,909
Other accruals	1,464,613	1,289,790
Accrued and other current liabilities	$ 2,761,105	$ 2,611,951

SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Short-Term Debt [Line Items]
Total convertible notes payable	$ 1,000,000	$ 500,000
Change in fair value of embedded derivatives	274,700	87,303
Subtotal	1,274,700	587,303
Less: current portion of convertible notes payable	268,607	262,782
Long-term convertible notes payable	$ 1,006,093	324,521
January 2024 [Member]
Short-Term Debt [Line Items]
Convertible notes payable issuance date	January 2024
Convertible notes payable maturity date	July 2024
Convertible notes payable interest rate	10.00%
Total convertible notes payable	$ 250,000	250,000
March 2024 [Member]
Short-Term Debt [Line Items]
Convertible notes payable issuance date	March 2024
Convertible notes payable maturity date	March 2027
Convertible notes payable interest rate	6.00%
Total convertible notes payable	$ 250,000	$ 250,000
Convertible notes payable conversion price per share	$ 0.0012
May 2024 [Member]
Short-Term Debt [Line Items]
Convertible notes payable issuance date	May 2024
Convertible notes payable maturity date	May 2027
Convertible notes payable interest rate	8.00%
Total convertible notes payable	$ 250,000
Convertible notes payable conversion price per share	$ 0.0020
June 2024 [Member]
Short-Term Debt [Line Items]
Convertible notes payable issuance date	June 2024
Convertible notes payable maturity date	June 2027
Convertible notes payable interest rate	8.00%
Total convertible notes payable	$ 250,000
Convertible notes payable conversion price per share	$ 0.0020

CONVERTIBLE NOTES PAYABLE, RELATED PARTY (Details Narrative) - USD ($)						3 Months Ended
	Jun. 19, 2024	Jun. 18, 2024	Jun. 06, 2024	May 09, 2024	Mar. 18, 2024	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Jan. 17, 2024
Convertible notes payable						$ 1,006,093		$ 324,521
Convertible Notes [Member]
Interest expense						$ 14,167	$ 0
Alset Inc [Member]
Convertible notes payable									$ 250,000
Interest rate									10.00%
Convertible notes payable origination fee									$ 25,000
HWH International, Inc. [Member] \| Convertible Promissory Note [Member]
Interest rate			8.00%	8.00%	6.00%
Principal amount			$ 250,000	$ 250,000	$ 250,000.00
Debt conversion shares	125,000,000	2,500,000,000	2,500,000,000	125,000,000	208,333,333
Number of warrant exercisable					208,333,333
Commitment fee			$ 20,000	$ 20,000	$ 15,000
Debt instrument convertible conversion price	$ 0.002	$ 0.0001	$ 0.0001	$ 0.002	$ 0.0012
Share price					$ 0.0012
HWH International, Inc. [Member] \| Convertible Promissory Note [Member] \| Minimum [Member]
Debt conversion shares	2,500,000,000
Debt instrument convertible conversion price	$ 0.0001
HWH International, Inc. [Member] \| Convertible Promissory Note [Member] \| Maximum [Member]
Debt conversion shares	125,000,000
Debt instrument convertible conversion price	$ 0.002

SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE (Details)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Federal statutory rate	21.00%	21.00%
State and local income taxes		(0.30%)
Permanent differences		0.80%
Change in valuation allowance for NOL carry-forwards	(21.00%)	(21.00%)
Stock warrant transactions and other items
Effective income tax rate	0.00%	0.50%
UNITED STATES
Federal statutory rate	21.00%	21.00%
KOREA, REPUBLIC OF
Federal statutory rate	21.00%	21.00%

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jun. 19, 2024	Jun. 18, 2024	Jun. 06, 2024	May 09, 2024	Mar. 18, 2024	Jun. 30, 2024	Mar. 31, 2024	Jan. 17, 2024
Convertible notes payable						$ 1,006,093	$ 324,521
Alset Inc [Member]
Convertible notes payable								$ 250,000
Interest rate								10.00%
Convertible notes payable origination fee								$ 25,000
HWH International, Inc. [Member] \| Convertible Promissory Note [Member]
Interest rate			8.00%	8.00%	6.00%
Principal amount			$ 250,000	$ 250,000	$ 250,000.00
Debt conversion shares	125,000,000	2,500,000,000	2,500,000,000	125,000,000	208,333,333
Number of warrant exercisable					208,333,333
Commitment fee			$ 20,000	$ 20,000	$ 15,000
Debt instrument convertible conversion price	$ 0.002	$ 0.0001	$ 0.0001	$ 0.002	$ 0.0012
Share price					$ 0.0012
HWH International, Inc. [Member] \| Convertible Promissory Note [Member] \| Minimum [Member]
Debt conversion shares	2,500,000,000
Debt instrument convertible conversion price	$ 0.0001
HWH International, Inc. [Member] \| Convertible Promissory Note [Member] \| Maximum [Member]
Debt conversion shares	125,000,000
Debt instrument convertible conversion price	$ 0.002

STOCK-BASED COMPENSATION (Details Narrative) - John Thatch [Member]	12 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Issuance of stock warrants \| shares	8,444,663
Warrant exercise price per share \| $ / shares	$ 0.0001
Fair value of warrants \| $	$ 109,780

SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES (Details) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Leases
Operating leases	$ 390,998	$ 403,107
Total lease assets	390,998	403,107
Operating leases	50,363	21,909
Operating leases	375,695	416,277
Total lease liabilities	$ 426,058	$ 438,186

SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($)	3 Months Ended
SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Total lease cost	$ 23,972	$ 27,534
General and Administrative Expense [Member]
Total lease cost	$ 23,972	$ 27,534

SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE (Details) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Leases
2024	$ 50,031
2025	102,842
2026	105,621
2027	108,400
2028	111,180
Thereafter	111,460
Total remaining payments	589,534
Less imputed interest	(163,476)
Total lease liability	$ 426,058	$ 438,186

LEASES (Details Narrative)	Jun. 30, 2024
Minimum [Member]
Leease term	1 year
Lease, discount rate	10.00%
Maximum [Member]
Leease term	10 years
Lease, discount rate	12.00%

SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES (Details) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Assets
Investment in unconsolidated entities
Total assets
Liabilities
Convertible notes payable	1,145,534	587,303
Total liabilities	1,145,534	587,303
Fair Value, Inputs, Level 1 [Member]
Assets
Investment in unconsolidated entities
Total assets
Liabilities
Convertible notes payable
Total liabilities
Fair Value, Inputs, Level 2 [Member]
Assets
Investment in unconsolidated entities
Total assets
Liabilities
Convertible notes payable	1,145,534	587,303
Total liabilities	1,145,534	587,303
Fair Value, Inputs, Level 3 [Member]
Assets
Investment in unconsolidated entities
Total assets
Liabilities
Convertible notes payable
Total liabilities