Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2023 | Feb. 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-55997 | |
Entity Registrant Name | SHARING SERVICES GLOBAL CORPORATION | |
Entity Central Index Key | 0001644488 | |
Entity Tax Identification Number | 30-0869786 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5200 Tennyson Parkway | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Plano | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75024 | |
City Area Code | (469) | |
Local Phone Number | 304-9400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 376,328,885 | |
Entity Information, Former Legal or Registered Name | None |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 737,850 | $ 2,994,885 |
Trade accounts receivable, net | 494,451 | 273,674 |
Other receivable | 1,800,000 | |
Short-term advance | 31,194 | |
Inventory, net | 2,190,680 | 1,636,120 |
Other current assets, net | 226,371 | 527,827 |
Total Current Assets | 5,480,546 | 5,432,506 |
Property and equipment, net | 325,523 | 9,270,193 |
Right-of-use assets, net | 414,865 | 448,240 |
Deferred income taxes, net | 16 | |
Investment in unconsolidated entities, net | 206,231 | |
Intangible assets | 438,002 | 545,372 |
Other assets | 1,162,389 | 1,177,173 |
TOTAL ASSETS | 7,821,341 | 17,079,715 |
Current Liabilities | ||
Accounts payable | 1,084,968 | 1,028,510 |
Accrued and other current liabilities | 2,745,147 | 2,781,037 |
Accrued sales commission payable | 1,676,362 | 2,357,643 |
Tax payable | 1,518,379 | 1,446,503 |
Note payable | 1,200,000 | |
Convertible note payable, related party, net of unamortized debt discount and unamortized deferred loan cost | 24,827,086 | |
Total Current Liabilities | 8,224,856 | 39,362,822 |
Lease liability, long-term | 416,277 | 440,478 |
TOTAL LIABILITIES | 8,641,133 | 39,803,300 |
Commitments and contingencies | ||
STOCKHOLDERS’ DEFICIT | ||
Treasury stock | (626,187) | |
Additional paid in capital | 110,699,858 | 84,619,762 |
Shares to be issued | 12,146 | 12,146 |
Accumulated deficit | (111,230,122) | (106,456,378) |
Accumulated other comprehensive loss | (339,942) | (308,305) |
TOTAL STOCKHOLDERS’ DEFICIT | (819,792) | (22,723,585) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 7,821,341 | 17,079,715 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock value | 310 | 310 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock value | ||
Series C Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock value | 322 | 322 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock value | 3 | |
Common Class A [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock value | 37,633 | 34,745 |
Common Class B [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock value | ||
Related Party [Member] | ||
Current Liabilities | ||
Note payable | $ 6,922,043 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Mar. 31, 2023 |
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 | 100,000,000 | 100,000,000 |
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 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,990,000,000 | 1,990,000,000 |
Common stock, shares issued | 376,328,885 | 347,451,880 |
Common stock, shares outstanding | 376,328,885 | 347,451,880 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,885,645 | $ 3,245,903 | $ 8,172,469 | $ 12,737,673 |
Cost of goods sold | 701,683 | 1,643,111 | 2,217,315 | 5,059,916 |
Gross profit | 2,183,962 | 1,602,792 | 5,955,154 | 7,677,757 |
Operating expenses | ||||
Selling and marketing | 948,228 | 928,246 | 3,112,773 | 5,723,642 |
General and administrative | 1,972,405 | 4,678,620 | 6,375,717 | 13,787,444 |
Total operating expenses | 2,920,633 | 5,606,866 | 9,488,490 | 19,511,086 |
Operating loss | (736,671) | (4,004,074) | (3,533,336) | (11,833,329) |
Other income (expense): | ||||
Interest expense, net | (137,362) | (3,320,159) | (3,006,440) | (9,761,622) |
Other income | 1,800,000 | |||
Gain on employee warrants liability | 39,375 | 207,210 | ||
Loss on investment and extinguishment of debt | (116,841) | |||
Unrealized loss on investment | (3,614,242) | (10,284,002) | ||
Other non-operating income (expense), net | (17,009) | (21,722) | 86,427 | 118,077 |
Total other expense, net | (154,371) | (6,916,748) | (1,236,854) | (19,720,337) |
Loss before income taxes | (891,042) | (10,920,822) | (4,770,190) | (31,553,666) |
Income tax expense (benefit) | 3,554 | 104,129 | 3,554 | (789,803) |
Net loss | (894,596) | (11,024,951) | (4,773,744) | (30,763,863) |
Other comprehensive income (loss), net of tax: | ||||
Currency translation adjustments | (4,032) | 251,166 | (31,637) | (156,850) |
Total other comprehensive (loss) income | (4,032) | 251,166 | (31,637) | (156,850) |
Comprehensive loss | $ (898,628) | $ (10,773,785) | $ (4,805,381) | $ (30,920,713) |
Loss per share: | ||||
Loss per share - Basic | $ (0.002) | $ (0.04) | $ (0.01) | $ (0.12) |
Loss per share - Diluted | $ (0.002) | $ (0.04) | $ (0.01) | $ (0.12) |
Weighted average shares: | ||||
Weighted average shares, Basic | 376,328,885 | 262,832,833 | 374,543,761 | 267,956,183 |
Weighted average shares, Diluted | 376,328,885 | 262,832,833 | 374,543,761 | 267,956,183 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,773,744) | $ (30,763,863) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 442,643 | 539,411 |
Stock-based compensation | (148,267) | (303,784) |
Amortization of debt discount and other | 2,015,542 | 10,447,435 |
Loss (gain) on extinguishment of debt | 38,215 | (350,320) |
Intangible asset impairment | 154,182 | |
Bad debt expense (recovery of bad debt provision) | 177,115 | (85,155) |
Realized/unrealized gain on investments | 10,284,002 | |
Provision for obsolete inventory (recovery of inventory provision) | (54,394) | 1,012,433 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (397,891) | (22,413) |
Short-term advance | (31,194) | |
Other receivable | (1,800,000) | |
Inventory | (500,165) | 892,136 |
Other current assets | 672,915 | 321,291 |
Property and equipment | (54,237) | |
Other assets | 97,590 | (137,112) |
Accounts payable | 56,458 | 669,048 |
Income taxes payable | 71,860 | (496,026) |
Lease liability | 1,578 | 35,008 |
Accrued and other liabilities | 760,577 | (1,042,211) |
Net Cash Used in Operating Activities | (3,425,399) | (8,845,938) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for property and equipment and other assets | (1,404,013) | |
Issuance of notes receivable | (216,885) | |
Purchase of marketable securities | (9,510,000) | |
Cash paid for asset purchase | (400,000) | |
Net Cash Used in Investing Activities | (11,530,898) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of promissory notes | 10,922,329 | |
Proceeds from note payable | 1,200,000 | |
Common stock received on litigation settlement | (1,046,254) | |
Retirement of loans | (3,374,416) | |
Net Cash Provided by Financing Activities | 1,200,000 | 6,501,659 |
IMPACT OF CURRENCY RATE CHANGES ON CASH | (31,635) | (35,864) |
Decrease in cash and cash equivalents | (2,257,034) | (13,911,041) |
Cash and cash equivalents, beginning of period | 2,994,885 | 17,023,266 |
Cash and cash equivalents, end of period | 737,851 | 3,112,225 |
Supplemental cash flow information | ||
Cash paid for interest | 96,279 | 127,790 |
Cash paid for income taxes | $ 550 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Preferred Stock [Member] Series D Preferred Stock [Member] | Common Stock [Member] Common Class A and B [Member] | Additional Paid-in Capital [Member] | Shares To Be Issued [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Mar. 31, 2022 | $ 310 | $ 322 | $ 28,892 | $ 80,738,719 | $ 12,146 | $ (57,886,336) | $ (65,109) | $ 22,828,944 | |||
Balance, shares at Mar. 31, 2022 | 3,100,000 | 3,220,000 | 288,923,969 | ||||||||
Currency translation adjustments | (156,850) | (156,850) | |||||||||
Net loss | (30,763,863) | (30,763,863) | |||||||||
Refinancing of debt and detachable warrants | 1,235,516 | 1,235,516 | |||||||||
Repurchase of shares of Common Stock | $ (2,609) | (23,482) | (626,187) | $ (652,278) | |||||||
Repurchase of shares of common stock, shares | (26,091,136) | (26,091,136) | |||||||||
Balance at Dec. 31, 2022 | $ 310 | $ 322 | $ 26,283 | 81,950,753 | 12,146 | (626,187) | (88,650,199) | (221,959) | $ (7,508,531) | ||
Balance, shares at Dec. 31, 2022 | 3,100,000 | 3,220,000 | 262,832,833 | ||||||||
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 | ||||||||
Cancellation of treasury-stock | (626,187) | 626,187 | |||||||||
Common stock issued for debt modification | $ 3 | 26,169,365 | 26,169,368 | ||||||||
Common stock issued for debt modification, shares | 26,000 | ||||||||||
Common stock issued to settle accrued interest payable | $ 2,888 | 536,918 | 539,806 | ||||||||
Common stock issued to settle accrued interest payable, shares | 28,877,005 | ||||||||||
Currency translation adjustments | (31,637) | (31,637) | |||||||||
Net loss | (4,773,744) | (4,773,744) | |||||||||
Balance at Dec. 31, 2023 | $ 310 | $ 322 | $ 3 | $ 37,633 | $ 110,699,858 | $ 12,146 | $ (111,230,122) | $ (339,942) | $ (819,792) | ||
Balance, shares at Dec. 31, 2023 | 3,100,000 | 3,220,000 | 26,000 | 376,328,885 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) | 9 Months Ended |
Dec. 31, 2022 shares | |
Statement of Stockholders' Equity [Abstract] | |
Repurchase of shares | 26,091,136 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | 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 TM Sale of Member-Based Travel Services 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 other major cities in North America, 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 shared services, such as merchant processing, insurance, order fulfillment and logistics, and other “back office” solutions that are success-critical to these businesses in the direct sales industry. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2- GOING CONCERN The accompanying unaudited condensed consolidated financial statements as of December 31, 2023 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 nine months ended December 31, 2023 and 2022, the Company had a net loss was approximately $ 4.8 million and $ 30.8 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 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, 2023. Unless so stated, the disclosures in the accompanying condensed consolidated financial statements do not repeal the disclosures in our consolidated financial statements for year ended March 31, 2023. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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 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 December 31, 2023, and March 31, 2023, cash and cash equivalents included cash held by our merchant processors of approximately $ 0.08 0.5 0.4 1.3 Accounts Receivable and Allowance for Credit Losses Accounts receivable consists mainly of amounts due from a merchant processor in the normal course of business. To measure impairment on accounts receivables, the Company adopted current expected credit losses (CECL) model, which is established on management’s historical collection experience, age of the receivable, the economic environment, industry trend analysis, and the current credit profile and financial condition of the merchant processor. On a quarterly basis, management reviews its receivables to determine if the allowance for doubtful accounts is adequate and adjusts the allowance, including the base loss rate and adjustment factors, when necessary. Delinquent account balances are written-off against the allowance for doubtful accounts 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 are stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method, or net realizable value. The Company periodically assesses its inventory levels when compared to current and anticipated sales levels. As of December 31, 2023, and March 31, 2023, the allowance for obsolete inventory was $ 843,034 880,926 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 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 24,000 1.18 Other Assets Other assets include a multi-user license and code of a back-office platform that was acquired for $ 1 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). SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION South Korean Won per USD Exchange rate as of December 31, 2023 1,294.46 South Korean Won per USD Three Months ended Nine Months ended December 31, 2023 December 31, 2023 Average exchange rate as of December 31, 2023 1,320.54 1,316.52 Comprehensive Loss For the three and nine months ended December 31, 2023 and 2022, the Company’s comprehensive loss comprised of currency translation adjustments and net loss. Revenue Recognition As of December 31, 2023, and March 31, 2023, deferred sales revenue associated with products invoiced but not received by customers at the balance sheet date was $ 212,715 113,896 44,248 80,528 26,970 26,894 25,493 25,493 During the three and nine months ended December 31, 2023 and 2022, substantially all our consolidated net sales were from our health and wellness products. Sales Commissions The Company recognizes sales commission expenses, when incurred, in accordance with GAAP. During the three months ended December 31, 2023 and 2022, sales commission expense, which is included in selling and marketing expenses in our condensed consolidated statements of operations and comprehensive loss, was approximately $ 0.9 million and $ 1.2 million, respectively. During the nine months ended December 31, 2023 and 2022, sales commission expense was approximately $ 2.7 million and $ 5.1 million, respectively Recently Issued Accounting Standards - Pending Adoption In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended |
Dec. 31, 2023 | |
Loss per share: | |
LOSS PER SHARE | NOTE 4 – LOSS PER SHARE We calculate basic loss per share by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of shares issuable upon the conversion or exercise of outstanding convertible preferred stock, convertible notes payable, if any, stock warrants and other commitments to issue common stock, except where the impact would be anti-dilutive. The following table sets forth the computations of basic and diluted loss per share: SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED LOSS PER SHARE 2023 2022 Three Months Ended December 31, 2023 2022 Net loss $ (894,596 ) $ (11,024,951 ) Weighted average basic and diluted shares 376,328,885 262,832,833 Loss per share: Basic and diluted $ (0.002 ) $ (0.04 ) 2023 2022 Nine Months Ended December 31, 2023 2022 Net loss $ (4,773,744 ) $ (30,763,863 ) Weighted average basic and diluted shares 374,543,761 267,956,183 Loss per share: Basic and diluted $ (0.01 ) $ (0.12 ) The following potentially dilutive securities and instruments were outstanding as of December 31, 2023, and 2022, but excluded from the table above: SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING 2023 2022 As of December 31, 2023 2022 Convertible preferred stock 6,320,000 6,320,000 Convertible notes payable - 1 63,612,120 - Total potential incremental shares 6,320,000 1 69,932,120 |
INVENTORY, NET
INVENTORY, NET | 9 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | NOTE 5 – INVENTORY, NET Inventory consists primarily of finished goods. The Company provides an allowance for any slow-moving or obsolete inventory. As of December 31, 2023, and March 31, 2023, inventory consists of the following: SCHEDULE OF INVENTORY December 31, 2023 March 31, 2023 Finished Goods $ 3,033,714 $ 2,517,046 Allowance for inventory obsolescence (843,034 ) (880,926 ) Inventory,net $ 2,190,680 $ 1,636,120 |
OTHER CURRENT ASSETS, NET
OTHER CURRENT ASSETS, NET | 9 Months Ended |
Dec. 31, 2023 | |
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 December 31,2023 March 31, 2023 Inventory-related deposits $ 334,373 $ 288,649 Accounts receivable, related parties - 167,578 Prepaid insurance and other operational expenses 46,560 105,652 Deposits for sales events - 120,614 Right to recover asset 21,079 20,975 Subtotal 402,012 703,468 Less: allowance for losses (175,641 ) (175,641 ) Other current assets $ 226,371 $ 527,827 Prepaid insurance and other operational expenses primarily consist of payments for goods and services (such as freight, trade show expenses and insurance premiums) which are expected to be realized in the next operating cycle. Prepaid interest represents interest on the 2022 Note due to Decentralized Sharing Systems, Inc. (“DSSI”) (see NOTE 14 below) for the period from July 1, 2023 inclusive to December 31, 2023. Right to recover assets is associated with our customers’ right of return and is expected to be realized in one year or less. As of December 31, 2023, and March 31, 2023, the provision for losses in connection with certain inventory-related deposits for which recoverability is less than certain was approximately $ 176,000 |
INVESTMENT IN UNCONSOLIDATED EN
INVESTMENT IN UNCONSOLIDATED ENTITIES, NET | 9 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN UNCONSOLIDATED ENTITIES, NET | NOTE 7 – INVESTMENT IN UNCONSOLIDATED ENTITIES, NET In September 2021, the Company, Stemtech Corporation (“Stemtech”) and Globe Net Wireless Corp. (“GNTW”) entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company invested $ 1.4 1.4 500,000 September 9, 2024 10 September 13, 2024 1.4 154,173 The Company carries its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock at fair value in accordance with GAAP. During the three months ended September 30, 2022, the Company recognized unrealized gains, before income tax, of $ 4,865,354 Effective June 30, 2023, subject to the terms of a certain Loan Purchase Contract, Assignment of Note and Liens and Other Loan Documents, and Note Allonge document, DSSI purchased from SHRG the Stemtech promissory note in the amount of $ 1.4 1.1 1.1 27.0 1.4 In September 2021, the Company entered into a Membership Unit Purchase Agreement pursuant to which the Company acquired a 30.75 1,537,000 On October 1, 2023, MojiLife and its principals Darin Davis and Kimberlee Davis (collectively the “Seller”) and Moji Life International, Inc., a Nevada corporation (the “Purchaser”), a wholly-owned subsidiary of the Company (collectively the “Parties”) entered into an Asset Purchase Agreement (the “MojiLife Asset Purchase Agreement”). Pursuant to the MojiLife Asset Purchase Agreement, the Purchaser purchased the Seller’s real and personal property including, machinery and equipment, intellectual property, trade names, patents, marketing strategies and materials, all product formulas, all saleable inventory, the Seller’s organization database of distributors and customers, and assumed certain liabilities of the Seller. In connection with the Moji Asset Purchase Agreement, on October 1, 2023, the Purchaser and SHRG Development Ventures, LLC (“SHRGDV”), an affiliate of the Purchaser and subsidiary of the Company also entered an Exchange Agreement whereby SHRDV relinquished and surrendered its 30.75 On a quarterly basis, the Company evaluates the recoverability of its investments and reviews current economic trends to determine the adequacy of its allowance for impairment losses based on each investee financial performance data and other relevant information. An estimate for impairment losses is recognized when recovery in full of the Company’s investment is no longer probable. Investment balances are written off against the allowance after the potential for recovery is considered remote. Investment in unconsolidated entities consists of the following: SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES December 31, 2023 March 31, 2023 Investment in detachable GNTW stock warrant $ - $ 143,641 Investment in GNTW common stock - 18,300 Investment in Stemtech convertible note - 44,290 Investment in MojiLife, LLC - 1,537,000 Subtotal - 1,743,231 Less, allowance for impairment losses - (1,537,000 ) Investments $ - $ 206,231 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 8 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: SUMMARY OF PROPERTY AND EQUIPMENT December 31, 2023 March 31, 2023 Building and building improvements $ - $ 8,952,555 Computer software 1,024,274 1,024,274 Furniture and fixtures 287,421 237,042 Computer equipment 220,264 220,264 Leasehold improvements and other 399,306 394,306 Total property and equipment 1,931,265 10,828,441 Accumulated depreciation and amortization (1,605,742 ) (1,558,248 ) Property and equipment, net $ 325,523 $ 9,270,193 Effective June 30, 2023, the Company and DSSI entered into an Assignment of Limited Liability Company Interests agreement pursuant to which: (a) DSSI assumed approximately $ 7.24 million in SHRG liabilities secured by certain Commercial Real Estate, (b) DSSI credited SHRG approximately $ 240,000 towards amounts owed under the 2022 Note (the “$ 27.0 million loan”), and (c) DSSI acquired ownership of Linden Real Estate Holdings LLC, with its sole asset being a commercial lot and commercial building located in Lindon, Utah, subject to the assumed indebtedness. |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | NOTE 9 – ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of the following: SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES December 31, 2023 March 31, 2023 Deferred sales revenues $ 369,726 $ 246,811 Liability associated with uncertain tax positions 925,785 925,795 Accrued interest payable - 536,123 Payroll and employee benefits 302,276 329,762 Lease liability, current portion 33,790 41,385 Other accruals 1,113,570 701,161 Accrued and other current liabilities $ 2,745,147 $ 2,781,037 Lease liability, current portion, represents obligations due within one year under operating leases for office space, automobiles, and office equipment. See Note 16 - LEASES below for more information. As of December 31, 2023, and March 31, 2023, other accruals include amounts due to related parties of $ 0 167,578 1,113,570 533,583 |
NOTES PAYABLE, RELATED PARTY
NOTES PAYABLE, RELATED PARTY | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE, RELATED PARTY | NOTE 10 – NOTES PAYABLE, RELATED PARTY Notes payable, related party, consisted of the following: SCHEDULE OF NOTE PAYABLE RELATED PARTY December 31, 2023 March 31, 2023 APB Loan $ - $ 5,594,253 APB Revolving Note - 1,530,569 Unamortized discount and deferred financing costs - (202,779 ) Note payable to related party, net $ - $ 6,922,043 On June 15, 2022, the Company, through one of its subsidiaries, Linden Real Estate Holdings LLC (“SHRG Subsidiary”), entered into a secured real estate promissory note with American Pacific Bancorp, Inc. (“APB”), pursuant to which APB loaned the Company approximately $ 5.7 June 1, 2024 8% 43,897 5,522,829 On August 11, 2022, the Company executed a revolving credit promissory note with APB (“the APB Revolving Note”) pursuant to which the Company had access to advances with a maximum principal balance not to exceed the principal sum of $ 10 600,000 8% 6.0 1.5 54,384 Effective June 30, 2023 subject to the terms of an Assignment of Limited Liability Company Interests agreement, Decentralized Sharing Systems, Inc. (“DSSI”) purchased the SHRG Subsidiary with the financial terms generally summarized as follows: (a) DSSI assumed approximately $ 7.24 240,000 27.0 |
CONVERTIBLE NOTE PAYABLE, RELAT
CONVERTIBLE NOTE PAYABLE, RELATED PARTY | 9 Months Ended |
Dec. 31, 2023 | |
Convertible Note Payable Related Party | |
CONVERTIBLE NOTE PAYABLE, RELATED PARTY | NOTE 11 – CONVERTIBLE NOTE PAYABLE, RELATED PARTY Note payable, related party, consists of the following: SCHEDULE OF RELATED PARTY CONVERTIBLE NOTES PAYABLE Issuance Date Maturity Date Interest Rate Conversion Price (per share) December 31, 2023 March 31, 2023 September 2022 September 2024 8 % $ N/A $ - $ 27,000,000 Unamortized debt discount and deferred financing costs - (2,172,914 ) Convertible debt - 24,827,086 Less: current portion of note payable - 24,827,086 Long-term note payable $ - $ - On April 5, 2021, the Company and DSSI entered into a Securities Purchase Agreement, pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $ 30.0 150,000,000 0.22 30.0 3.0 0.20 8% 0.20 0.20 On September 15, 2022, the Company and DSSI which, together with DSS, a major shareholder of the Company, entered into an agreement pursuant to which the Company issued, to DSSI: (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $ 27.0 818,181,819 0.033 8% 818,181,819 270,000 30.0 150,000,000 0.22 30.0 . In March 2023, the Company and DSSI entered into a Securities Exchange and Amendment Agreement pursuant to which the parties agreed to amend the 2022 Note by removing the conversion rights granted by the 2022 Note. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP . 10.7 Effective June 30, 2023, the Company and DSSI entered into two transactions, involving the sale of certain assets to DSSI, pursuant to which DSSI credited, in the aggregate, $ 641,790 546,000 On August 31, 2023, the Company and DSSI executed a debt exchange agreement whereby DSSI cancelled the $ 27 million loan and accepted 26,000 shares of the Company’s Series D Preferred Stock, $ 0.0001 par value per share (“Preferred D Stock”) in exchange for the cancellation of the $ 27.0 million loan. Pursuant to the debt exchange agreement, the principal amount together with all unpaid interest, totaling $ 26,169,367 was deemed to be repaid. The holder of Preferred D Stock is entitled to receive dividends in cash valued at a rate of 25% per annum of the operating income of the Company. Any accrued and unpaid dividends shall be payable in cash commencing on August 31, 2024 and continuing each annual anniversary of such date on a perpetual basis. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES The statutory rates for our domestic and our material foreign operations are as follows for the periods shown: SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION Country 2023 2022 United States 21 % 21 % Republic of Korea 21 % 21 % Effective income tax rate 21 % 21 % Our consolidated effective income tax rate reconciliation is as follows: SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE 2023 2022 Nine Months Ended December 31, 2023 2022 Federal statutory rate 21.0 % 21.0 % Permanent differences 0.8 - Change in valuation allowance for NOL carry-forwards (21.0 ) (21.0 ) Stock warrant transactions and other items - (2.5 ) Effective income tax rate 0.8 % (2.5 )% Income taxes applicable to our foreign operations are not material in the periods presented. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 13 - STOCKHOLDERS’ EQUITY Common Stock On September 15, 2022, the Company and DSSI which, together with DSS, a shareholder of the Company, entered into an agreement pursuant to which the Company issued, to DSSI: (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $ 27.0 818,181,819 0.033 8% May 1, 2024 818,181,819 270,000 30.0 150,000,000 0.22 30.0 . 2.0 On February 3, 2023, the Company mutually agreed with DSS to enter into a Letter Agreement (the “DSS Letter Agreement”), pursuant to which the Company and DSS have agreed to terminate and release all obligations of the Consulting Agreement effective as of December 31, 2022. In accordance with the DSS Letter Agreement, the Company also agreed to issue 33,333,333 700,000 On February 28, 2023, the Company and DSSI mutually agreed in a Letter Agreement (the “First DSSI Letter Agreement”) to a mutual settlement of the interest accrued on the 2022 Note issued by the Company to DSSI. In accordance with the DSSI Letter Agreement, the Company agreed to issue 26,285,714 0.021 552,000 On March 24, 2023, the Company, DSS and DSSI, entered into a Securities Exchange and Amendment Agreement (the “Agreement”). Pursuant to the Agreement, the parties decided to: 1) exchange and surrender the Assigned Warrants, 2) exchange and surrender the Service Warrants, 3) exchange and surrender the DSSI Warrants, and 4) amend the 2022 Note by removing all conversion rights granted by the 2022 Note. Under the terms of the Agreement, the Company issued 10,145,841 213,062 14,854,159 . 10.7 In May 2022, the Company and certain of its subsidiaries, on the one hand, and Alchemist, the former officer and certain entities affiliated with the former officer, on the other hand, entered into a Confidential Settlement Agreement with Mutual Releases (the “May 2022 Settlement Agreement”) pursuant to which the parties amicably settled all claims and disputes among them; (b) the former officer sold to the Company 26,091,136 1,043,645 0.25 626,187 324,230 26,091,136 On April 17, 2023, the Company and DSSI, mutually agreed in a subsequent Letter Agreement (the “Second DSSI Letter Agreement”) to a mutual settlement of the interest accrued on the 2022 Note between January 1, 2023, through and including March 31, 2023. In accordance with the Second DSSI Letter Agreement, the Company issued 28,877,005 0.0187 539,806 0.0180 On October 30, 2023, the Company filed a Definitive Information Statement on Schedule 14C with the Securities and Exchange Commission and disclosed that a majority of the Company’s stockholders had approved by majority written consent an amendment to the Company’s articles of incorporation with the Secretary of State of Nevada to effect a Reverse Split (the “Reverse Split”) of the Company’s Class A Common Stock, par value $ 0.0001 700-for-1 and not more than 1,800-for-1 On December 15, 2023, the Board approved the exact ratio of the Reverse Split at 1,400-for-1 As of December 31, 2023, and March 31, 2023, 376,328,885 347,451,880 no Preferred Stock On August 31, 2023, the Company and DSSI executed a debt exchange agreement whereby DSSI cancelled the $ 27 million loan and accepted 26,000 shares of the Company’s Series D Preferred Stock, $ 0.0001 par value per share (“Preferred D Stock”) in exchange for the cancellation of the $ 27.0 million loan. Pursuant to the debt exchange agreement, the principal amount together with all unpaid interest, totaling $ 26,169,367 was deemed to be repaid. The holder of Preferred D Stock is entitled to receive dividends in cash valued at a rate of 25% per annum of the operating income of the Company. Any accrued and unpaid dividends shall be payable in cash commencing on August 31, 2024 and continuing each annual anniversary of such date on a perpetual basis. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 - RELATED PARTY TRANSACTIONS Decentralized Sharing Systems, Inc. In April 2021, the Company and DSSI entered into a Securities Purchase Agreement, pursuant to which DSSI granted a $ 30.0 30.0 150,000,000 0.22 0.20 3.0 0.20 27.0 15.0 12.0 On September 15, 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $ 27.0 818,181,819 0.033 27.0 8% 818,181,819 In connection with the loan, the Company agreed to pay to DSSI a loan Origination Fee of $ 270,000 30.0 150,000,000 0.22 30.0 On February 3, 2023, the Company mutually agreed with DSS to enter into a Letter Agreement (the “DSS Letter Agreement”), pursuant to which the Company and DSS have agreed to terminate and release all obligations of the Consulting Agreement effective as of December 31, 2022. In accordance with the DSS Letter Agreement, the Company also agreed to issue 33,333,333 700,000 On February 28, 2023, the Company and DSSI mutually agreed in a Letter Agreement (the “First DSSI Letter Agreement”) to a mutual settlement of the interest accrued on the 2022 Note issued by the Company to DSSI. In accordance with the DSSI Letter Agreement, the Company agreed to issue 26,285,714 0.021 552,000 On March 24, 2023, the Company, DSS and DSSI, entered into a Securities Exchange and Amendment Agreement (the “Agreement”) pursuant to which the parties agreed to: (1) exchange and surrender of the Assigned 60 693,194 818,181,819 9,452,647 14,854,159 25,000,000 . On April 17, 2023, the Company and DSSI mutually agreed in a subsequent Letter Agreement (the “Second DSSI Letter Agreement”) to a mutual settlement of the interest accrued on the 2022 Note between January 1, 2023, through and including March 31, 2023. In accordance with the Second DSSI Letter Agreement, the Company agreed to issue 28,877,005 0.0187 539,806 On May 4, 2023, DSS and DSSI distributed, in the aggregate, 280,528,500 Effective June 30, 2023, subject to the terms of a certain Loan Purchase Contract, Assignment of Note and Liens and Other Loan Documents, and Note Allonge document, DSSI purchased from SHRG a Stemtech promissory note in the amount of $ 1.4 1.1 1.1 27.0 1.4 On July 1, 2023, the Company and DSSI, entered into a Securities Purchase Agreement, pursuant to which the Company purchased 1,000 0.001 10 711,300 Effective July 1, 2023, the Company and DSSI cancelled the previously executed Securities Purchase Agreement related to HWHW and replaced it with an Asset Purchase Agreement whereby the Company agreed to purchase the inventory of HWHW as of June 30, 2023 and assumed certain account payable of HWHW as of June 30, 2023. Pursuant to the Asset Purchase Agreement, the Company agreed to pay DSSI a maximum of $ 757,641.98 Effective July 31, 2023, the Company and HWHW also entered into an Exclusive Intellectual Property License Agreement (the “IP Agreement”). Pursuant to the IP Agreement, HWHW granted the Company an exclusive, non-transferable worldwide license to use HWHW’s intellectual property (the “IP”) as set forth in the IP Agreement. The purchase price from the Company to HWHW for the IP was (i) $ 10.00 On July 1, 2023, the Company and DSSI, entered into a Securities Purchase Agreement (“HWHH SPA”), pursuant to which the Company purchased 1,000 0.001 10.00 1,210,224 Effective July 1, 2023, the Company, DSSI and Ascend Management Pte, a Singaporean private limited company (“Ascend Management”) executed an Assignment and Assumption Agreement whereby Ascend Management purchased 1,000 0.01 On January 31, 2024, DSSI and Ascend Management executed an agreement whereby the obligations under the HWHH SPA were deemed fully complied with and that Ascend Management has been fully released and discharged from all liabilities, obligations, claims and demands whatsoever arising out of or in connection with the HWHH SPA and in respect of anything done or omitted to be done under or in connection with the HWHH SPA. On August 31, 2023, the Company and DSSI executed a debt exchange agreement whereby DSSI cancelled the $ 27 million loan and accepted 26,000 shares of the Company’s Series D Preferred Stock, $ 0.0001 par value per share (“Preferred D Stock”) in exchange for the cancellation of the $ 27.0 million loan. Pursuant to the debt exchange agreement, the principal amount together with all unpaid interest, totaling $ 26,169,367 was deemed to be repaid. The holder of Preferred D Stock is entitled to receive dividends in cash valued at a rate of 25% per annum of the operating income of the Company. Any accrued and unpaid dividends shall be payable in cash commencing on August 31, 2024 and continuing each annual anniversary of such date on a perpetual basis. Hapi Café, Inc. In November 2021, Sharing Services and Hapi Café, Inc., a company affiliated with Heng Fai Ambrose Chan, a Director of the Company, entered into a Master Franchise Agreement pursuant to which Sharing Services acquired the exclusive franchise rights in North America to the brand “Hapi Café.” Under the terms, Sharing Services, directly or through its subsidiaries, has the right to operate no less than five (5) corporate-owned stores and can offer to the public sub-franchise rights to own and operate other stores, subject to the terms and conditions contained in the Master Franchise Agreement. American Pacific Bancorp On September 15, 2022, Sharing Services, through one of its subsidiaries, entered into a secured real estate promissory note with American Pacific Bancorp, Inc. (“APB”), and the Company entered into a Loan Agreement pursuant to which APB loaned the Company approximately $ 5.7 8% 43,897 5,522,829 On August 11, 2022, the Company executed a revolving credit promissory note with APB pursuant to which the Company has access to advances with a maximum principal balance not to exceed the principal sum of $ 10.0 8% 6.0 As discussed above, effective June 30, 2023 subject to the terms of an Assignment of Limited Liability Company Interests agreement, DSSI purchased the SHRG subsidiary, Linden Real Estate Holdings LLC, with the financial terms generally summarized as follows: (a) DSSI assumed approximately $ 7.24 239,790 27.0 HWH World, Inc. A subsidiary of the Company operating in the Republic of Korea subleases office space, on a month-to-month basis, from HWH World, Inc. (“HWH World”), until September 30, 2023, a subsidiary of DSS and a company affiliated with Heng Fai Ambrose Chan, a Director of the Company. Pursuant to the terms of the sublease agreement, the Company recognized a right-of-use asset and an operating lease liability in connection therewith. In May 2022, the Company and HWH World amended the related sublease agreement to significantly reduce the space subleased by the Company and the related rent obligation. On June 30, 2022, the right-of-use asset and liability were written off and a new month-to-month rental agreement was entered into for the reduced space subleased by the Company. The company recognized approximately $ 630 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 15 – STOCK-BASED COMPENSATION Stock Warrants Stock Warrants Issued to Related Parties, Directors, Officers and Employees In January 2022, the Company and DSS who, together with its subsidiaries, was then a majority shareholder of the Company, entered into a one-year Business Consulting Agreement (the “Consulting Agreement”) pursuant to which the DSS would provide to the Company certain consulting services, as defined in the Consulting Agreement. In connection with the Consulting Agreement, the Company agreed to pay DSS and flat monthly fee of sixty thousand dollars ($ 60,000 50.0 0.0001 0.07 3.5 0 594,521 50.0 In September 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $ 27.0 818,181,819 0.033 818,181,819 30.0 150,000,000 . In the fiscal year ended March 31, 2023, the Company issued a fully vested warrant to purchase up to 8,444,663 0.0001 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 December 31, 2023, and 2022, the Company recognized a compensatory gain of $ 0 39,375 0 207,210 |
LEASES
LEASES | 9 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 16 – LEASES The Company leases space for its offices and warehouse space, under lease agreements classified as “operating leases” as defined in ASC Topic 842. The 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 10 10% 12% The following information pertains to the Company’s leases as of the balance sheet dates indicated: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES Assets Classification December 31, 2023 March 31, 2023 Operating leases Right-of-use assets, net $ 414,865 $ 448,240 Total lease assets $ 414,865 $ 448,240 Liabilities Operating leases Accrued and other current liabilities $ 33,790 $ 41,385 Operating leases Lease liability, non-current 416,277 440,478 Total lease liabilities $ 450,067 $ 481,863 The following information pertains to the Company’s leases for the periods indicated: SCHEDULE OF OPERATING LEASE COSTS Operating lease cost General $ 28,289 $ 21,831 Three Months Ended December 31, Lease cost Classification 2023 2022 Operating lease cost General and administrative expenses $ 28,289 $ 21,831 Total lease cost $ 28,289 $ 21,831 Nine Months Ended December 31, Lease cost Classification 2023 2022 Operating lease cost General and administrative expenses $ 84,112 $ 45,009 Total lease cost $ 84,112 $ 45,009 The Company’s lease liabilities are payable as follows: SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE Twelve months ending December 31, Amount 2024 $ 100,062 2025 102,842 2026 105,621 2027 108,400 2028 111,180 Thereafter 113,960 Total remaining payments 642,065 Less imputed interest (191,998 ) Total lease liability $ 450,067 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 – COMMITMENTS AND CONTINGENCIES Legal Matters in General The Company has incurred several claims in the normal course of business. The Company believes such claims can be resolved without any material adverse effect on our consolidated financial position, results of operations, or cash flows. The Company maintains certain liability insurance. However, certain costs of defending lawsuits are not covered by or only partially covered by its insurance policies, including claims that are below insurance deductibles. Additionally, insurance carriers could refuse to cover certain claims, in whole or in part. The Company accrues costs to defend itself from litigation as they are incurred. The outcome of litigation is uncertain, and despite management’s view of the merits of any litigation, or the reasonableness of the Company’s estimates and reserves, the Company’s financial statements could nonetheless be materially affected by an adverse judgment. The Company believes it has adequately reserved for the contingencies arising from current legal matters where an outcome was deemed to be probable, and the loss amount could be reasonably estimated. No provision for legal matters was deemed necessary as of December 31, 2023. Legal Proceedings The Company from time to time is involved in various claims and lawsuits incidental to the conduct of its business in the ordinary course. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, results of operations or cash flows. 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, |
FAIR VALUE MEASUREMENTS OF FINA
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS | NOTE 18 - FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS Our financial instruments consist of cash equivalents, if any, accounts receivable, notes receivable, investments in unconsolidated entities, accounts payable and notes payable. The carrying amounts of cash equivalents, if any, trade accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these financial instruments. Consistent with the valuation hierarchy contained in ASC Topic 820, we categorized certain of our financial assets and liabilities as follows: SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES Total Level 1 Level 2 Level 3 December 31, 2023 Total Level 1 Level 2 Level 3 Assets Investment in unconsolidated entities $ - $ - $ - - Total assets $ - $ - $ - $ - Liabilities Notes payable $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - Total Level 1 Level 2 Level 3 As of March 31, 2023 Total Level 1 Level 2 Level 3 Assets Investment in unconsolidated entities $ 206,231 $ - $ - $ 206,231 Total assets $ 206,231 $ - $ - $ 206,231 Liabilities Notes payable $ 24,827,086 $ - $ 24,827,086 - Total liabilities $ 24,827,086 $ - $ 24,827,086 $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS On January 17, 2024, the Company executed a convertible promissory note for $ 250,000 10% 20,000 On January 31, 2024, DSSI and Ascend Management executed an agreement whereby the obligations under the HWHH SPA (see Note 14) were deemed fully complied with and that Ascend Management was fully released and discharged from all liabilities, obligations, claims and demands whatsoever arising out of or in connection with the HWHH SPA and in respect of anything done or omitted to be done under or in connection with the HWHH SPA. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2023. Unless so stated, the disclosures in the accompanying condensed consolidated financial statements do not repeal the disclosures in our consolidated financial statements for year ended March 31, 2023. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period financial information has been reclassified to conform with the current year’s presentation. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in accordance with GAAP requires the use of judgment and requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures about contingent assets and liabilities, if any. Matters that require the use of estimates and assumptions include, among others: the recoverability of accounts and notes receivable, the valuation of inventory, the useful lives of fixed assets, the assessment of long-lived assets for impairment, the nature and timing of satisfaction of multiple performance obligations resulting from contracts with customers, the allocation of the transaction price to multiple performance obligations in a sales transaction, the measurement and recognition of right-of-use assets and related lease liabilities, the valuation of share-based compensation awards, the provision for income taxes, the measurement and recognition of uncertain tax positions, the valuation of long-term debt covenants, and the valuation of loss contingencies, if any. Actual results may differ from these estimates in amounts that may be material to our consolidated financial statements. We believe that the estimates and assumptions used in the preparation of our consolidated financial statements are reasonable. |
Cash and Cash Equivalents | 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 December 31, 2023, and March 31, 2023, cash and cash equivalents included cash held by our merchant processors of approximately $ 0.08 0.5 0.4 1.3 |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable consists mainly of amounts due from a merchant processor in the normal course of business. To measure impairment on accounts receivables, the Company adopted current expected credit losses (CECL) model, which is established on management’s historical collection experience, age of the receivable, the economic environment, industry trend analysis, and the current credit profile and financial condition of the merchant processor. On a quarterly basis, management reviews its receivables to determine if the allowance for doubtful accounts is adequate and adjusts the allowance, including the base loss rate and adjustment factors, when necessary. Delinquent account balances are written-off against the allowance for doubtful accounts after all means of collection have been exhausted and that the likelihood of collection is not probable. |
Inventory | Inventory Inventory consists of finished goods and promotional materials and are stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method, or net realizable value. The Company periodically assesses its inventory levels when compared to current and anticipated sales levels. As of December 31, 2023, and March 31, 2023, the allowance for obsolete inventory was $ 843,034 880,926 |
Other Receivable and Loan Payable | 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 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 24,000 1.18 |
Other Assets | Other Assets Other assets include a multi-user license and code of a back-office platform that was acquired for $ 1 Capitalization on Internal-Use Software Costs |
Foreign Currency Translation | 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). SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION South Korean Won per USD Exchange rate as of December 31, 2023 1,294.46 South Korean Won per USD Three Months ended Nine Months ended December 31, 2023 December 31, 2023 Average exchange rate as of December 31, 2023 1,320.54 1,316.52 |
Comprehensive Loss | Comprehensive Loss For the three and nine months ended December 31, 2023 and 2022, the Company’s comprehensive loss comprised of currency translation adjustments and net loss. |
Revenue Recognition | Revenue Recognition As of December 31, 2023, and March 31, 2023, deferred sales revenue associated with products invoiced but not received by customers at the balance sheet date was $ 212,715 113,896 44,248 80,528 26,970 26,894 25,493 25,493 During the three and nine months ended December 31, 2023 and 2022, substantially all our consolidated net sales were from our health and wellness products. |
Sales Commissions | Sales Commissions The Company recognizes sales commission expenses, when incurred, in accordance with GAAP. During the three months ended December 31, 2023 and 2022, sales commission expense, which is included in selling and marketing expenses in our condensed consolidated statements of operations and comprehensive loss, was approximately $ 0.9 million and $ 1.2 million, respectively. During the nine months ended December 31, 2023 and 2022, sales commission expense was approximately $ 2.7 million and $ 5.1 million, respectively |
Recently Issued Accounting Standards - Pending Adoption | 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 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION | SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION South Korean Won per USD Exchange rate as of December 31, 2023 1,294.46 South Korean Won per USD Three Months ended Nine Months ended December 31, 2023 December 31, 2023 Average exchange rate as of December 31, 2023 1,320.54 1,316.52 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Loss per share: | |
SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED LOSS PER SHARE | The following table sets forth the computations of basic and diluted loss per share: SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED LOSS PER SHARE 2023 2022 Three Months Ended December 31, 2023 2022 Net loss $ (894,596 ) $ (11,024,951 ) Weighted average basic and diluted shares 376,328,885 262,832,833 Loss per share: Basic and diluted $ (0.002 ) $ (0.04 ) 2023 2022 Nine Months Ended December 31, 2023 2022 Net loss $ (4,773,744 ) $ (30,763,863 ) Weighted average basic and diluted shares 374,543,761 267,956,183 Loss per share: Basic and diluted $ (0.01 ) $ (0.12 ) |
SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING | The following potentially dilutive securities and instruments were outstanding as of December 31, 2023, and 2022, but excluded from the table above: SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING 2023 2022 As of December 31, 2023 2022 Convertible preferred stock 6,320,000 6,320,000 Convertible notes payable - 1 63,612,120 - Total potential incremental shares 6,320,000 1 69,932,120 |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory consists primarily of finished goods. The Company provides an allowance for any slow-moving or obsolete inventory. As of December 31, 2023, and March 31, 2023, inventory consists of the following: SCHEDULE OF INVENTORY December 31, 2023 March 31, 2023 Finished Goods $ 3,033,714 $ 2,517,046 Allowance for inventory obsolescence (843,034 ) (880,926 ) Inventory,net $ 2,190,680 $ 1,636,120 |
OTHER CURRENT ASSETS, NET (Tabl
OTHER CURRENT ASSETS, NET (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
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 December 31,2023 March 31, 2023 Inventory-related deposits $ 334,373 $ 288,649 Accounts receivable, related parties - 167,578 Prepaid insurance and other operational expenses 46,560 105,652 Deposits for sales events - 120,614 Right to recover asset 21,079 20,975 Subtotal 402,012 703,468 Less: allowance for losses (175,641 ) (175,641 ) Other current assets $ 226,371 $ 527,827 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED ENTITIES, NET (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES | Investment in unconsolidated entities consists of the following: SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES December 31, 2023 March 31, 2023 Investment in detachable GNTW stock warrant $ - $ 143,641 Investment in GNTW common stock - 18,300 Investment in Stemtech convertible note - 44,290 Investment in MojiLife, LLC - 1,537,000 Subtotal - 1,743,231 Less, allowance for impairment losses - (1,537,000 ) Investments $ - $ 206,231 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SUMMARY OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SUMMARY OF PROPERTY AND EQUIPMENT December 31, 2023 March 31, 2023 Building and building improvements $ - $ 8,952,555 Computer software 1,024,274 1,024,274 Furniture and fixtures 287,421 237,042 Computer equipment 220,264 220,264 Leasehold improvements and other 399,306 394,306 Total property and equipment 1,931,265 10,828,441 Accumulated depreciation and amortization (1,605,742 ) (1,558,248 ) Property and equipment, net $ 325,523 $ 9,270,193 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES | Accrued and other current liabilities consist of the following: SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES December 31, 2023 March 31, 2023 Deferred sales revenues $ 369,726 $ 246,811 Liability associated with uncertain tax positions 925,785 925,795 Accrued interest payable - 536,123 Payroll and employee benefits 302,276 329,762 Lease liability, current portion 33,790 41,385 Other accruals 1,113,570 701,161 Accrued and other current liabilities $ 2,745,147 $ 2,781,037 |
NOTES PAYABLE, RELATED PARTY (T
NOTES PAYABLE, RELATED PARTY (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTE PAYABLE RELATED PARTY | Notes payable, related party, consisted of the following: SCHEDULE OF NOTE PAYABLE RELATED PARTY December 31, 2023 March 31, 2023 APB Loan $ - $ 5,594,253 APB Revolving Note - 1,530,569 Unamortized discount and deferred financing costs - (202,779 ) Note payable to related party, net $ - $ 6,922,043 |
CONVERTIBLE NOTE PAYABLE, REL_2
CONVERTIBLE NOTE PAYABLE, RELATED PARTY (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Convertible Note Payable Related Party | |
SCHEDULE OF RELATED PARTY CONVERTIBLE NOTES PAYABLE | Note payable, related party, consists of the following: SCHEDULE OF RELATED PARTY CONVERTIBLE NOTES PAYABLE Issuance Date Maturity Date Interest Rate Conversion Price (per share) December 31, 2023 March 31, 2023 September 2022 September 2024 8 % $ N/A $ - $ 27,000,000 Unamortized debt discount and deferred financing costs - (2,172,914 ) Convertible debt - 24,827,086 Less: current portion of note payable - 24,827,086 Long-term note payable $ - $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION | The statutory rates for our domestic and our material foreign operations are as follows for the periods shown: SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION Country 2023 2022 United States 21 % 21 % Republic of Korea 21 % 21 % Effective income tax rate 21 % 21 % |
SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE | Our consolidated effective income tax rate reconciliation is as follows: SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE 2023 2022 Nine Months Ended December 31, 2023 2022 Federal statutory rate 21.0 % 21.0 % Permanent differences 0.8 - Change in valuation allowance for NOL carry-forwards (21.0 ) (21.0 ) Stock warrant transactions and other items - (2.5 ) Effective income tax rate 0.8 % (2.5 )% |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES | The following information pertains to the Company’s leases as of the balance sheet dates indicated: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES Assets Classification December 31, 2023 March 31, 2023 Operating leases Right-of-use assets, net $ 414,865 $ 448,240 Total lease assets $ 414,865 $ 448,240 Liabilities Operating leases Accrued and other current liabilities $ 33,790 $ 41,385 Operating leases Lease liability, non-current 416,277 440,478 Total lease liabilities $ 450,067 $ 481,863 |
SCHEDULE OF OPERATING LEASE COSTS | The following information pertains to the Company’s leases for the periods indicated: SCHEDULE OF OPERATING LEASE COSTS Operating lease cost General $ 28,289 $ 21,831 Three Months Ended December 31, Lease cost Classification 2023 2022 Operating lease cost General and administrative expenses $ 28,289 $ 21,831 Total lease cost $ 28,289 $ 21,831 Nine Months Ended December 31, Lease cost Classification 2023 2022 Operating lease cost General and administrative expenses $ 84,112 $ 45,009 Total lease cost $ 84,112 $ 45,009 |
SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE | The Company’s lease liabilities are payable as follows: SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE Twelve months ending December 31, Amount 2024 $ 100,062 2025 102,842 2026 105,621 2027 108,400 2028 111,180 Thereafter 113,960 Total remaining payments 642,065 Less imputed interest (191,998 ) Total lease liability $ 450,067 |
FAIR VALUE MEASUREMENTS OF FI_2
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES | Consistent with the valuation hierarchy contained in ASC Topic 820, we categorized certain of our financial assets and liabilities as follows: SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES Total Level 1 Level 2 Level 3 December 31, 2023 Total Level 1 Level 2 Level 3 Assets Investment in unconsolidated entities $ - $ - $ - - Total assets $ - $ - $ - $ - Liabilities Notes payable $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - Total Level 1 Level 2 Level 3 As of March 31, 2023 Total Level 1 Level 2 Level 3 Assets Investment in unconsolidated entities $ 206,231 $ - $ - $ 206,231 Total assets $ 206,231 $ - $ - $ 206,231 Liabilities Notes payable $ 24,827,086 $ - $ 24,827,086 - Total liabilities $ 24,827,086 $ - $ 24,827,086 $ - |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net Income (Loss) Attributable to Parent | $ 894,596 | $ 11,024,951 | $ 4,773,744 | $ 30,763,863 |
SCHEDULE OF FOREIGN EXCHANGE CU
SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION (Details) - South Korean [Member] | 3 Months Ended | 9 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Exchange rate | 1,294.46 | 1,294.46 |
Average exchange rate | 1,320.54 | 1,316.52 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 09, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2023 | Mar. 31, 2023 | Jul. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Credit card receivables | $ 80,000 | $ 80,000 | $ 500,000 | |||||
Cash equivalents held in bank accounts | 400,000 | 400,000 | 1,300,000 | |||||
Provisions for obsolete inventory | 843,034 | 843,034 | 880,926 | |||||
Tax credit | $ 1,800,000 | |||||||
origination fee | 24,000 | |||||||
Net proceeds | 1,200,000 | |||||||
Other asset | $ 1,000,000 | |||||||
Deferred revenue | 212,715 | 212,715 | 113,896 | |||||
Sales Commissions and Fees | 900,000 | $ 1,200,000 | 2,700,000 | $ 5,100,000 | ||||
Services Offered on Subscription Basis [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Deferred revenue | 44,248 | 44,248 | 80,528 | |||||
Customers Right of Return [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Deferred revenue | 26,970 | 26,970 | 26,894 | |||||
Customer Loyalty Points [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Deferred revenue | $ 25,493 | $ 25,493 | $ 25,493 | |||||
Bridge Loan [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Loans payable | $ 1,200,000 | |||||||
Net proceeds | $ 1,180,000 |
SCHEDULE OF COMPUTATIONS OF BAS
SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loss per share: | ||||
Net loss | $ (894,596) | $ (11,024,951) | $ (4,773,744) | $ (30,763,863) |
Weighted average basic shares | 376,328,885 | 262,832,833 | 374,543,761 | 267,956,183 |
Weighted average diluted shares | 376,328,885 | 262,832,833 | 374,543,761 | 267,956,183 |
Basic | $ (0.002) | $ (0.04) | $ (0.01) | $ (0.12) |
Diluted | $ (0.002) | $ (0.04) | $ (0.01) | $ (0.12) |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING (Details) - shares | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential incremental shares | 6,320,000 | 1 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential incremental shares | 6,320,000 | 6,320,000 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential incremental shares | 1 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 3,033,714 | $ 2,517,046 |
Allowance for inventory obsolescence | (843,034) | (880,926) |
Inventory,net | $ 2,190,680 | $ 1,636,120 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Inventory-related deposits | $ 334,373 | $ 288,649 |
Accounts receivable, related parties | 167,578 | |
Prepaid insurance and other operational expenses | 46,560 | 105,652 |
Deposits for sales events | 120,614 | |
Right to recover asset | 21,079 | 20,975 |
Subtotal | 402,012 | 703,468 |
Less: allowance for losses | (175,641) | (175,641) |
Other current assets | $ 226,371 | $ 527,827 |
OTHER CURRENT ASSETS, NET (Deta
OTHER CURRENT ASSETS, NET (Details Narrative) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Provision for losses | $ 175,641 | $ 175,641 |
SUMMARY OF INVESTMENT IN UNCONS
SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Impairment Effects on Earnings Per Share [Line Items] | ||
Subtotal | $ 1,743,231 | |
Less, allowance for impairment losses | (1,537,000) | |
Investments | 206,231 | |
GNTW Stock Warrant [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Subtotal | 143,641 | |
GNTW Common Stock [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Subtotal | 18,300 | |
Stemtech Convertible Note [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Subtotal | 44,290 | |
Moji Life, LLC. [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Subtotal | $ 1,537,000 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED ENTITIES, NET (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Jun. 30, 2023 | Sep. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2023 | Oct. 01, 2023 | Mar. 31, 2023 | |
Invested amount | $ 206,231 | ||||||
Convertible debt | $ 24,827,086 | ||||||
Number of shares issued | 27,000,000 | ||||||
Realized gains, before income tax | $ 4,865,354 | ||||||
Promissory note | $ 27,000,000 | ||||||
Promissory note | 1,100,000 | ||||||
Proceeds from Sale, Loan, Held-for-Investment | 27,000,000 | ||||||
Stemtech Warrants [Member] | |||||||
Promissory note | 1,100,000 | ||||||
Stemtech Promissory Note [Member] | |||||||
Promissory note | $ 1,400,000 | ||||||
Membership Unit Purchase Agreement [Member] | Moji Life, LLC. [Member] | |||||||
Equity interest, percent | 30.75% | 30.75% | |||||
Cash acquired in equity investment | $ 1,537,000 | ||||||
Stemtech Corporation [Member] | Securities Purchase Agreement [Member] | |||||||
Invested amount | 1,400,000 | ||||||
Convertible debt | 1,400,000 | ||||||
Globe Net Wireless Corp [Member] | Security Purchase Agreement [Member] | |||||||
Origination fee | $ 500,000 | ||||||
Maturity date | Sep. 09, 2024 | ||||||
Debt interest rate | 10% | ||||||
Warrant expiration date | Sep. 13, 2024 | ||||||
Warrants to purchase common stock | 1,400,000 | ||||||
Number of shares issued | 154,173 |
SUMMARY OF PROPERTY AND EQUIPME
SUMMARY OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Building and building improvements | $ 8,952,555 | |
Computer software | 1,024,274 | 1,024,274 |
Furniture and fixtures | 287,421 | 237,042 |
Computer equipment | 220,264 | 220,264 |
Leasehold improvements and other | 399,306 | 394,306 |
Total property and equipment | 1,931,265 | 10,828,441 |
Accumulated depreciation and amortization | (1,605,742) | (1,558,248) |
Property and equipment, net | $ 325,523 | $ 9,270,193 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Loans Assumed | $ 27,000,000 |
Decentralized Sharing Systems Inc [Member] | |
Liabilities Assumed | 7,240,000 |
Supplemental Deferred Purchase Price | $ 240,000 |
SUMMARY OF ACCRUED AND OTHER CU
SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Payables and Accruals [Abstract] | ||
Deferred sales revenues | $ 369,726 | $ 246,811 |
Liability associated with uncertain tax positions | 925,785 | 925,795 |
Accrued interest payable | 536,123 | |
Payroll and employee benefits | 302,276 | 329,762 |
Lease liability, current portion | 33,790 | 41,385 |
Other accruals | 1,113,570 | 701,161 |
Accrued and other current liabilities | $ 2,745,147 | $ 2,781,037 |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES (Details Narrative) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued Liabilities, Current | $ 1,113,570 | $ 533,583 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Other liabilities | $ 0 | $ 167,578 |
SCHEDULE OF NOTE PAYABLE RELATE
SCHEDULE OF NOTE PAYABLE RELATED PARTY (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Note payable to related party, net | $ 6,922,043 | |
Unamortized discount and deferred financing costs | (202,779) | |
American Pacific Bancorp, Inc [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Note payable to related party, net | 5,594,253 | |
American Pacific Bancorp, Inc Revolving Note [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Note payable to related party, net | $ 1,530,569 |
NOTES PAYABLE, RELATED PARTY (D
NOTES PAYABLE, RELATED PARTY (Details Narrative) - USD ($) | 9 Months Ended | ||||||
Jun. 17, 2022 | Jun. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Aug. 11, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Debt liability | $ 27,000,000 | ||||||
Interest rate | 8% | 8% | |||||
Gross proceeds | $ 1,200,000 | ||||||
American Pacific Bancorp, Inc [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Debt liability | $ 5,700,000 | ||||||
Maturity date | Jun. 01, 2024 | ||||||
Interest rate | 8% | ||||||
Periodic payment | $ 43,897 | ||||||
Gross proceeds | $ 5,522,829 | ||||||
American Pacific Bancorp, Inc Revolving Note [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Debt liability | $ 10,000,000 | ||||||
Interest rate | 8% | ||||||
Origination fees | $ 600,000 | ||||||
Readvanced note payable | $ 6,000,000 | ||||||
Debt outstanding | $ 1,500,000 | ||||||
Accrued interest | $ 54,384 | ||||||
Decentralized Sharing Systems Inc [Member] | Assignment of Limited Liability Company Interests Agreement [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Debt liability | 27,000,000 | ||||||
Accrued interest | 240,000 | ||||||
Secured debt | $ 7,240,000 |
SCHEDULE OF RELATED PARTY CONVE
SCHEDULE OF RELATED PARTY CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Convertible Note Payable Related Party | ||
Convertible notes issuance date | September 2022 | September 2022 |
Convertible notes maturity date | September 2024 | September 2024 |
Convertible notes interest rate | 8% | 8% |
Notes payable | $ 27,000,000 | |
Unamortized debt discount and deferred financing costs | (2,172,914) | |
Convertible debt | 24,827,086 | |
Less: current portion of note payable | 24,827,086 | |
Long-term note payable |
CONVERTIBLE NOTE PAYABLE, REL_3
CONVERTIBLE NOTE PAYABLE, RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | |||||||
Aug. 31, 2023 | Mar. 24, 2023 | Sep. 15, 2022 | Apr. 05, 2021 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | Apr. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Convertible notes payable | $ 27,000,000 | |||||||
Exercise price | $ 0.0001 | $ 0.20 | ||||||
Annual rate | 8% | 8% | ||||||
Debt instrument face amount | $ 27,000,000 | |||||||
Advancing Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants to purchase shares | 818,181,819 | |||||||
Exercise price | $ 0.033 | |||||||
Origination fee | $ 270,000 | |||||||
Annual rate | 8% | |||||||
Debt instrument face amount | $ 27,000,000 | |||||||
Debt conversion, shares converted | 818,181,819 | |||||||
Convertible Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants to purchase shares | 150,000,000 | |||||||
Exercise price | $ 0.22 | |||||||
Debt instrument face amount | $ 30,000,000 | |||||||
2022 Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | 641,790 | |||||||
Accrued interest | $ 546,000 | |||||||
Securities Exchange and Amendment Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Deemed dividend | $ 10,700,000 | |||||||
Debt Exchange Agreement [Member] | Sharing Systems Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | $ 26,169,367 | |||||||
Other Loans Payable | $ 27,000,000 | |||||||
Stock Issued During Period, Shares, Other | 26,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Payments for Loans | $ 27,000,000 | |||||||
Dividends rate | 25% | |||||||
Decentralized Sharing Systems Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Deemed dividend | $ 10,700,000 | |||||||
Decentralized Sharing Systems Inc [Member] | Security Purchase Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Convertible notes payable | $ 30,000,000 | |||||||
Warrants to purchase shares | 150,000,000 | |||||||
Exercise price | $ 0.22 | |||||||
Loan to company | $ 30,000,000 | |||||||
Origination fee | $ 3,000,000 | |||||||
Conversion rate | $ 0.20 | |||||||
Annual rate | 8% |
SCHEDULE OF STATUTORY RATES FOR
SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION (Details) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective income tax rate | 21% | 21% |
UNITED STATES | ||
Effective income tax rate | 21% | 21% |
KOREA, REPUBLIC OF | ||
Effective income tax rate | 21% | 21% |
SCHEDULE OF INCOME TAX RATE REC
SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE (Details) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
Permanent differences | 0.80% | |
Change in valuation allowance for NOL carry-forwards | (21.00%) | (21.00%) |
Stock warrant transactions and other items | (2.50%) | |
Effective income tax rate | 0.80% | (2.50%) |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||||||||
Dec. 15, 2023 | Oct. 30, 2023 | Aug. 31, 2023 | May 04, 2023 | Apr. 17, 2023 | Mar. 24, 2023 | Feb. 28, 2023 | Feb. 03, 2023 | Sep. 15, 2022 | May 31, 2022 | Apr. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | May 19, 2022 | |
Class of Stock [Line Items] | ||||||||||||||||
Promissory note | $ 27,000,000 | |||||||||||||||
Exercise price | $ 0.20 | $ 0.0001 | ||||||||||||||
Number of shares issued | 27,000,000 | |||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||
Reverse stock split | 1,400-for-1 | 700-for-1 and not more than 1,800-for-1 | ||||||||||||||
Decentralized Sharing Systems Inc [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Deemed dividend | $ 10,700,000 | |||||||||||||||
Decentralized Sharing Systems Inc [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Promissory note | $ 30,000,000 | |||||||||||||||
Number of shares issued | 280,528,500 | |||||||||||||||
Common Stock [Member] | Decentralized Sharing Systems Inc [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 0.0187 | |||||||||||||||
Treasury Stock, Common [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Treasury stock reported | 26,091,136 | |||||||||||||||
DSS Letter Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 33,333,333 | |||||||||||||||
Unpaid interest | $ 700,000 | |||||||||||||||
DSSI First Letter Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 26,285,714 | |||||||||||||||
Unpaid interest | $ 552,000 | |||||||||||||||
Price per share | $ 0.021 | |||||||||||||||
Confidential Settlement Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of sale of shares | 26,091,136 | |||||||||||||||
One time payment | $ 1,043,645 | |||||||||||||||
Shares issued, price per share | $ 0.25 | |||||||||||||||
Co Founders Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Repurchase of common stock | $ 626,187 | |||||||||||||||
Liability recovery amount | $ 324,230 | |||||||||||||||
DSSI Second Letter Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 28,877,005 | |||||||||||||||
Unpaid interest | $ 539,806 | |||||||||||||||
Price per share | $ 0.0187 | |||||||||||||||
Trade price per share | $ 0.0180 | |||||||||||||||
Debt Exchange Agreement [Member] | Sharing Systems Inc [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Promissory note | $ 26,169,367 | |||||||||||||||
Other Loans Payable | $ 27,000,000 | |||||||||||||||
Stock Issued During Period, Shares, Other | 26,000 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||
Payments for Loans | $ 27,000,000 | |||||||||||||||
Dividends rate | 25% | |||||||||||||||
Common Class A [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares issued | 376,328,885 | 347,451,880 | ||||||||||||||
Common stock, shares outstanding | 376,328,885 | 347,451,880 | ||||||||||||||
Common Class A [Member] | Decentralized Sharing Systems Inc [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Origination fee | $ 3,000,000 | |||||||||||||||
Number of shares issued | 693,194 | |||||||||||||||
Common stock issued for debt modification, shares | 14,854,159 | |||||||||||||||
Common Class A and B [Member] | Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 10,145,841 | |||||||||||||||
Deemed dividend | $ 213,062 | |||||||||||||||
Common Class B [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares issued | 0 | 0 | ||||||||||||||
Common stock, shares outstanding | 0 | 0 | ||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||||||
Series D Preferred Stock [Member] | Debt Exchange Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Other | 26,000 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||
Advancing Promissory Note [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Promissory note | $ 27,000,000 | |||||||||||||||
Warrants to purchase shares | 818,181,819 | |||||||||||||||
Exercise price | $ 0.033 | |||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||
Debt instrument, maturity date | May 01, 2024 | |||||||||||||||
Debt conversion shares issued | 818,181,819 | |||||||||||||||
Origination fee | $ 270,000 | |||||||||||||||
Advancing Promissory Note [Member] | Common Class A [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt conversion shares issued | 8,181,818.19 | |||||||||||||||
Origination fee | $ 2,700 | |||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Promissory note | $ 30,000,000 | |||||||||||||||
Warrants to purchase shares | 150,000,000 | |||||||||||||||
Exercise price | $ 0.22 | |||||||||||||||
Adjustment to additional paid in capital | $ 2,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Aug. 31, 2023 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) | Jul. 01, 2023 USD ($) $ / shares shares | May 04, 2023 shares | Apr. 17, 2023 USD ($) $ / shares shares | Mar. 24, 2023 shares | Feb. 28, 2023 USD ($) $ / shares shares | Feb. 03, 2023 USD ($) shares | Sep. 17, 2022 USD ($) | Sep. 15, 2022 USD ($) $ / shares shares | Apr. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Mar. 31, 2023 $ / shares shares | Oct. 30, 2023 $ / shares | Jun. 30, 2023 USD ($) | Dec. 09, 2022 USD ($) | Aug. 11, 2022 USD ($) | |
Promissory note | $ 27,000,000 | ||||||||||||||||
Warrants, granted | shares | 8,444,663 | ||||||||||||||||
Warrant exercise price | $ / shares | $ 0.20 | $ 0.0001 | |||||||||||||||
Number of stock issued | shares | 27,000,000 | ||||||||||||||||
Interest rate | 8% | 8% | |||||||||||||||
Origination fee | $ 24,000 | ||||||||||||||||
common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||
Loans Assumed | $ 27,000,000 | ||||||||||||||||
APB Revolving Note [Member] | |||||||||||||||||
Promissory note | $ 10,000,000 | ||||||||||||||||
Interest rate | 8% | ||||||||||||||||
Fund or to readvance | $ 6,000,000 | ||||||||||||||||
Advancing Promissory Note [Member] | |||||||||||||||||
Promissory note | $ 27,000,000 | ||||||||||||||||
Warrant exercise price | $ / shares | $ 0.033 | ||||||||||||||||
Loan origination fee | $ 270,000 | ||||||||||||||||
Warrants to purchase shares | shares | 818,181,819 | ||||||||||||||||
Interest rate | 8% | ||||||||||||||||
Debt conversion, shares converted | shares | 818,181,819 | ||||||||||||||||
Origination fee | $ 270,000 | ||||||||||||||||
Stemtech Promissory Note [Member] | |||||||||||||||||
Promissory note | 1,400,000 | ||||||||||||||||
Stemtech Promissory Note [Member] | Interest Expense [Member] | |||||||||||||||||
Promissory note | 1,100,000 | ||||||||||||||||
Stemtech Promissory Note [Member] | Note Warrant [Member] | |||||||||||||||||
Promissory note | $ 1,100,000 | ||||||||||||||||
Decentralized Sharing Systems Inc [Member] | |||||||||||||||||
Liabilities Assumed | 7,240,000 | ||||||||||||||||
Accrued interest payable | 239,790 | ||||||||||||||||
Loans Assumed | $ 27,000,000 | ||||||||||||||||
Business Consulting Agreement [Member] | |||||||||||||||||
Number of shares of stock issued | shares | 33,333,333 | ||||||||||||||||
Accrued and unpaid service fees | $ 700,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Number of shares purchased | shares | 1,000 | ||||||||||||||||
common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||
Shares for a consideration | $ 10 | ||||||||||||||||
Gross proceeds generated from the sales | $ 711,300 | ||||||||||||||||
common stock, par value | $ / shares | $ 0.01 | ||||||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Gross proceeds generated from the sales | $ 1,210,224 | ||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||
Gross proceeds generated from the sales | $ 757,641.98 | ||||||||||||||||
Exclusive Intellectual Property Agreement [Member] | |||||||||||||||||
Shares for a consideration | $ 10 | ||||||||||||||||
Common Class A [Member] | |||||||||||||||||
Loan origination fee | $ 15,000,000 | ||||||||||||||||
common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common Class A [Member] | Advancing Promissory Note [Member] | |||||||||||||||||
Loan origination fee | $ 2,700 | ||||||||||||||||
Debt conversion, shares converted | shares | 8,181,818.19 | ||||||||||||||||
Decentralized Sharing Systems Inc [Member] | |||||||||||||||||
Loan amount | 30,000,000 | ||||||||||||||||
Promissory note | $ 30,000,000 | ||||||||||||||||
Debt convertible rate | 0.20 | ||||||||||||||||
Number of stock issued | shares | 280,528,500 | ||||||||||||||||
Warrants exchange | shares | 60,000,000 | ||||||||||||||||
Liabilities Assumed | $ 7,240,000 | ||||||||||||||||
Accrued interest payable | 240,000 | ||||||||||||||||
Decentralized Sharing Systems Inc [Member] | Security Purchase Agreement [Member] | |||||||||||||||||
Common stock isssued for payment of interest | shares | 12,000,000 | ||||||||||||||||
Decentralized Sharing Systems Inc [Member] | Common Class A [Member] | |||||||||||||||||
Loan origination fee | $ 3,000,000 | ||||||||||||||||
Number of stock issued | shares | 693,194 | ||||||||||||||||
Number of shares issued for services | shares | 9,452,647 | ||||||||||||||||
Common stock issued for debt modification, shares | shares | 14,854,159 | ||||||||||||||||
Decentralized Sharing Systems Inc [Member] | Warrant [Member] | |||||||||||||||||
Loan amount | $ 30,000,000 | ||||||||||||||||
Warrants, granted | shares | 150,000,000 | ||||||||||||||||
Warrant exercise price | $ / shares | $ 0.22 | ||||||||||||||||
Number of shares issued for services | shares | 818,181,819 | ||||||||||||||||
Decentralized Sharing Systems Inc [Member] | Warrant [Member] | Common Class A [Member] | |||||||||||||||||
Warrants, granted | shares | 25,000,000 | ||||||||||||||||
Decentralized Sharing Systems Inc [Member] | Class A and Class B Common Stock [Member] | |||||||||||||||||
Common stock shares issued to settle | shares | 26,285,714 | ||||||||||||||||
Common stock shares purchase price | $ / shares | $ 0.021 | ||||||||||||||||
Common stock value issued to settle | $ 552,000 | ||||||||||||||||
Decentralized Sharing Systems Inc [Member] | Common Stock [Member] | |||||||||||||||||
Common stock shares issued to settle | shares | 28,877,005 | ||||||||||||||||
Common stock shares purchase price | $ / shares | $ 0.0187 | ||||||||||||||||
Common stock value issued to settle | $ 539,806 | ||||||||||||||||
Sharing Systems Inc [Member] | Debt Exchange Agreement [Member] | |||||||||||||||||
Promissory note | $ 26,169,367 | ||||||||||||||||
Number of shares of stock issued | shares | 26,000 | ||||||||||||||||
Fund or to readvance | $ 27,000,000 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||||||||
Payments for Loans | $ 27,000,000 | ||||||||||||||||
Dividends rate | 25% | ||||||||||||||||
American Pacific Bancorp, Inc [Member] | |||||||||||||||||
Loan amount | $ 5,700,000 | ||||||||||||||||
Interest rate | 8% | ||||||||||||||||
Monthly payaments | $ 43,897 | ||||||||||||||||
Proceeds from loan | $ 5,522,829 | ||||||||||||||||
HWH World Inc [Member] | |||||||||||||||||
Lease rent | $ 630 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2023 | Sep. 30, 2022 | Jan. 31, 2022 | Apr. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Oct. 30, 2023 | Jul. 01, 2023 | Jun. 30, 2023 | |
Common stock exercise price | $ 0.20 | $ 0.0001 | ||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Fair value of warrant | $ 109,780 | |||||||||||
Consulting expenses | $ 0 | $ 594,521 | ||||||||||
Issuance of common stock | 27,000,000 | |||||||||||
Promissory note | $ 27,000,000 | |||||||||||
Vested warrant to purchase shares | 8,444,663 | |||||||||||
Gain (loss) on employee warrants liability | $ 0 | $ 39,375 | $ 0 | $ 207,210 | ||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Common stock, par value | $ 0.001 | |||||||||||
DSS [Member] | Consulting Agreement [Member] | ||||||||||||
Consulting fees | $ 60,000 | |||||||||||
Warrants to purchase | 50,000,000 | |||||||||||
Common stock exercise price | $ 0.0001 | |||||||||||
Common stock, par value | $ 0.07 | |||||||||||
Fair value of warrant | $ 3,500,000 | |||||||||||
Issuance of common stock | 50,000,000 | |||||||||||
DSSI [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Common stock exercise price | $ 0.033 | |||||||||||
Promissory note | $ 30,000,000 | |||||||||||
Warrants to purchase | 150,000,000 | |||||||||||
Conversion of stock, shares converted | 818,181,819 | |||||||||||
DSSI [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||
Promissory note | $ 27,000,000 | |||||||||||
Warrants to purchase | 818,181,819 |
SCHEDULE OF OPERATING LEASE ASS
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Leases | ||
Operating leases | $ 414,865 | $ 448,240 |
Total lease assets | 414,865 | 448,240 |
Operating leases | 33,790 | 41,385 |
Operating leases | 416,277 | 440,478 |
Total lease liabilities | $ 450,067 | $ 481,863 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Total lease cost | $ 28,289 | $ 21,831 | $ 84,112 | $ 45,009 |
General and Administrative Expense [Member] | ||||
Total lease cost | $ 28,289 | $ 21,831 | $ 84,112 | $ 45,009 |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Leases | ||
2024 | $ 100,062 | |
2025 | 102,842 | |
2026 | 105,621 | |
2027 | 108,400 | |
2028 | 111,180 | |
Thereafter | 113,960 | |
Total remaining payments | 642,065 | |
Less imputed interest | (191,998) | |
Total lease liability | $ 450,067 | $ 481,863 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Dec. 31, 2023 |
Minimum [Member] | |
Remaining lease term | 1 year |
Lease, discount rate | 10% |
Maximum [Member] | |
Remaining lease term | 10 years |
Lease, discount rate | 12% |
SCHEDULE OF VALUATION HIERARCHY
SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Assets | ||
Investment in unconsolidated entities | $ 206,231 | |
Total assets | 206,231 | |
Liabilities | ||
Notes payable | 24,827,086 | |
Total liabilities | 24,827,086 | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Investment in unconsolidated entities | ||
Total assets | ||
Liabilities | ||
Notes payable | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Investment in unconsolidated entities | ||
Total assets | ||
Liabilities | ||
Notes payable | 24,827,086 | |
Total liabilities | 24,827,086 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Investment in unconsolidated entities | 206,231 | |
Total assets | 206,231 | |
Liabilities | ||
Notes payable | ||
Total liabilities |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 17, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Subsequent Event [Line Items] | |||
Convertible notes payable | |||
Interest rate | 8% | 8% | |
Subsequent Event [Member] | Alset Inc [Member] | |||
Subsequent Event [Line Items] | |||
Convertible notes payable | $ 250,000 | ||
Interest rate | 10% | ||
Convertible notes payable origination fee | $ 20,000 |