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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended MARCH 31, ~~2023~~2024

-OR-

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

For the transition period from ___________ to ___________

Commission File No. 000-55997

SHARING SERVICES GLOBAL CORPORATION

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code: (469) 304-9400

Securities registered pursuant to Section 12(b) of the Act: None

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

~~Common~~Class A common ~~Stock~~stock, $0.0001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act. ~~YES~~Yes ☐ NONo ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~YES~~Yes ☐ NONo ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~YES~~Yes ☒ NONo ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ~~YES~~Yes ☒ NONo ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) ~~YES~~Yes ☐ NONo ☒

As of September 30, ~~2022~~2023, the aggregate market value of the registrant’s voting and non-voting ~~Common~~Class ~~Stock~~A common stock held by non-affiliates of the registrant, based on the closing price for the registrant’s ~~Common Stock~~Class A common stock, was $1665,~~431,059~~233. As of June 2124, ~~2023~~2024, there were 376,328,885 shares of the ~~issuer~~registrant’s Class A ~~Common~~common ~~Stock~~stock outstanding and no shares of the registrant’s Class B common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

~~Portions~~ Certain information required for Part III of ~~the~~this ~~Proxy~~report ~~Statement~~is ~~related~~incorporated herein by reference to the definitive proxy statement for the 2024 annual meeting of the registrant’s ~~2023~~stockholders (the “2024 Annual Meeting of Stockholders”), ~~are~~expected ~~incorporated~~to ~~into~~be ~~Part~~filed ~~III~~within 120 days of ~~this~~the ~~Annual Report~~end byof ~~reference~~the ~~where~~registrant’s sofiscal ~~indicated~~year.

TABLE OF CONTENTS

		Page
	PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	10
ITEM 1B.	UNRESOLVED STAFF COMMENTS	2325
ITEM 2.	PROPERTIES	23
ITEM 1C.	CYBERSECURITY	25
ITEM 3.	LEGAL PROCEEDINGS	23
ITEM 2.	PROPERTIES	25
ITEM 4.	MINE SAFETY DISCLOSURES	24
ITEM 3.	LEGAL PROCEEDINGS	25
ITEM 4.	MINE SAFETY DISCLOSURES	25
	PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2526
ITEM 6.	[RESERVED]	2628
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2628
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	37
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	6972
ITEM 9A.	CONTROLS AND PROCEDURES	6972
ITEM 9B.	OTHER INFORMATION	6972
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	6972
	PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	7073
ITEM 11.	EXECUTIVE COMPENSATION	7073
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	7073
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	7174
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	7174
	PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	7275
ITEM 16.	FORM 10-K SUMMARY	7376
SIGNATURES		77

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

cautionary notice regarding forward-looking statements

~~Statements in~~Portions of this Annual Report ~~and~~on inForm ~~any~~10-K ~~documents~~(including information incorporated by reference) ~~therein~~(“Annual ~~which~~Report”) ~~are~~include ~~not purely historical, or which depend upon future events, may constitute~~ “forward-looking statements” within the meaning of ~~Section~~the ~~27A~~safe harbor provisions of the United States Private Securities Litigation Reform Act of ~~1933~~1995, asbased ~~amended~~on our current beliefs, ~~and~~expectations ~~Section~~and ~~21E~~projections ofregarding any strategic transaction process; the ~~Securities~~ability ~~Exchange~~to ~~Act~~advance our research and development activities and pursue development of ~~1934,~~any asof ~~amended~~our (pipeline products; our technology; our product and service development opportunities and timelines; our business strategies; customer acceptance and the ~~“Exchange~~market ~~Act”).~~potential ~~Forward-looking~~of ~~statements~~our ~~generally~~technology; ~~contain~~products and services; our future capital requirements; our future financial ~~words~~performance; ~~such~~and asother ~~“anticipate,”~~matters. ~~“believe~~This includes,” ~~“estimate~~in particular,” Item 1. “~~expect,~~Business” and Item 7. “~~intend,~~Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~“plan~~of this Annual Report,” as well as other portions of this Annual Report. The words “~~potential~~believe,” “~~project~~expect,” “~~target~~anticipate,” “~~can~~project,” “could,” “~~may~~would,” and ~~“should~~similar expressions,~~” “will,”~~ ~~“will~~among ~~likely~~others,” generally identify “~~would~~forward-looking statements,” orwhich ~~the~~speak ~~negative~~only as of ~~such~~the ~~words~~date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and/ other factors that could cause our actual results to differ materially from those projected, anticipated or ~~similar~~implied ~~expressions~~in the forward-looking statements. As ~~However~~a result, you should not ~~all~~place undue reliance on any forward-looking statements. ~~contain~~The most significant of these ~~words~~risks, uncertainties and other factors are described in Item 1A. “Risk Factors” of this Annual Report. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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

iii

PART I

ITEM 1. BUSINESS.

Sharing Services Global Corporation (“Sharing Services”) 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.

Our combined platform leverages the capabilities and expertise of various companies that market and sell products and services direct to the consumer through independent contractors. The Company’s new shared service platform is intended to service the direct selling “gig economy” sector by providing needed services (such as equity and inventory financing, advisory services, mobile application tools, merchant processing services, commercial insurance, and event planning) to smaller direct sales companies initially in the United States (“U.S.”).

Currently, the Company markets and distributes its health and wellness products primarily in ~~North America (~~the U.S., ~~Canada~~ and ~~Mexico)~~Canada using a direct selling business model through its proprietary websites: www.thehappyco.com. In addition, the Company ~~delivers~~is in the process of revamping its ~~member~~subscription-based travel services, ~~primarily~~MyTravelVentures, inthat ~~the~~used ~~U.S.~~to ~~using~~conduct aits business via direct selling business model. ~~The Company markets its health and wellness products~~ through its proprietary ~~websites~~website: ~~www.thehappyco.com;~~ ~~and its subscription-based travel services using~~ www.mytravelventures.com.

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

Our History

Sharing Services was originally incorporated under the name Sharing Services, Inc. on April 24, 2015. In December 2017, the Company, through its U.S.-based subsidiaries, launched its Elevate brand of health and wellness products.

In January 2019, Sharing Services, Inc. changed its corporate name to Sharing Services Global Corporation to better reflect the Company’s strategic intent to grow its business globally. In connection with the name change, the Company adopted the trading symbol SHRG effective April 4, 2019. Prior to this, the Company’s Common Stock traded under the trading symbol SHRV.

In February 2021, the Company rebranded its product offerings under the new marketing banner, “The Happy Co ^TM,” to capitalize on its vision that Everyone Deserves to be Happy. As part of this business initiative, the Company updated its customer messaging to re-emphasize the Company’s core values, including, among others: “harnessing the power of happiness;” “offering products you love;” “achieving more together;” and “offering products by people, for people.”

In ~~September~~June 2021, the Company expanded its geographical footprint, and through its wholly-owned subsidiary, commenced operations in the ~~Republic~~ Republic of Korea (South Korea).

In late 2022, through its subsidiary, ~~Hapi~~Global Travel Destinations (“MyTravelVentures” or “MTV”), the Company launched a subscription-based travel service. MyTravelVentures’ services are designed to offer discounts in connection with travel, including on airfare, cruises, hotels, resorts, time shares and rental cars for destinations throughout the world for people of all ages, demographics, and economic backgrounds. MTV also provides entrepreneurial opportunities to its subscribers by capitalizing on both the direct selling model and the retail travel business model. The Company is in the process of revamping its travel services business and has temporarily suspended its MTV business operation to prepare for its re-launch in November 2024.

Strategic Growth Initiatives

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

Key Global Industry and Business Trends

We believe the following industry and business trends will provide opportunities for the Company to grow its business in a sustained manner in the future:

● The Global direct selling industry remains strong. According to the World Federation of Direct Selling Associations (the “WFDSA”), worldwide industry sales were $~~186~~173 billion anin ~~increase~~2022 a decrease of $72.07 billion from prior year of $~~179~~176 billion in ~~2020~~2021, with the Americas and Asia accounting for more than $~~124~~137 billion in sales. ● Global interest in direct selling is strong. According to the WFDSA, the worldwide direct selling industry salesforce has grown from ~~114~~168 million in ~~2016~~2019 to ~~128~~173 million in 2021, an increase of over 123%. ● The U.S. direct selling industry continues to grow. For example, total industry sales in the U.S. grew from $4037.17 billion in ~~2020~~2019 to $4243.71 billion in ~~2021~~2022, an increase 614%, according to the U.S.-based Direct Selling Association (the “DSA”). ● Interest in direct selling in the U.S. has grown in recent years. The number of direct sellers in the U.S. grew from 6.2 million in 2018 to 76.37 million in ~~2021~~2022, an increase of over 188%, according to the DSA. ● Consumer attitudes to direct selling continue to be favorable. The results of a consumer attitude survey released by the DSA show that 8079% of consumers consistently gave the direct selling industry a positive rating during the past 10 years. ● The level of interest in the direct selling industry is high among younger sectors of the population. Over 70% of the people involved in direct selling, in the U.S. and worldwide, were between the ages of 20 and 54, according to the WFDSA and the DSA. ● Participation in the industry by women is high. For example, women made up approximately 75% of the people involved in direct selling in ~~2021~~2022, in the U.S., according to the DSA. By comparison, the U.S. Census Bureau estimates that women make up about 51% of the overall 2020 U.S. population. ● Wellness products are the largest sector in the industry. Wellness products (such as our Elevate product line), accounted for over 3635% of the industry’s sales in ~~2021~~2022, in the U.S., according to the DSA. ● The initial costs and business risks in direct selling are relatively lower. According to “2020 Consumer Attitudes & Entrepreneurship Study,” published by the DSA, the required start-up costs and business risks associated with direct selling in the U.S. are lower than those for most competing entrepreneurial business opportunities.

Travel Services

Travel is essential to driving economic growth and job creation in states, destinations, and communities across the U.S., and it is indispensable to our nation’s global competitiveness. Travel accounted for $1.23 trillion in direct spending in ~~2022~~2023 — which produced an economic footprint of $2.68 trillion ~~— a return to 2019 levels~~. In ~~2022~~2023, travel supported nearly 15 million American workers and directly employed 8 million. This economic and job growth was largely due to the robust return of domestic leisure travel, which far outpaced the recovery of the business travel and international travel segments.

International travel plays a critical role in the US economy. Prior to the COVID-19 pandemic, in 2019, international visitors spent $233.5 billion experiencing the U.S.; injecting nearly $640 million a day into the U.S. economy. The U.S. travel and tourism industry generated $1.9 trillion in economic output, supporting 9.5 million American jobs, and accounted for 2.9% of U.S. Gross Domestic Product. At 14.5% of international travel spending globally, international travelers spend more in the U. S. than any other country.

Global Travel

The travel industry accounted for approximately $5.8 trillion dollars globally, in 2021 — a large portion of which came from the largest travel companies in the world. These outfits cater to both businesses and individuals and make the process of transit and accommodation a streamlined affair, with most transactions booked online.

Business Segments, Geographic Area Information and Seasonality

The Company operates primarily in two business segments: sale of health and wellness products, and sale of member-based travel services ~~through~~ through an independent sales force. During the fiscal years ended March 31, ~~2023,~~2024 and ~~2022~~2023, approximately 99100% and 9399%, respectively, of the Company’s consolidated sales were derived from sales of health and wellness products.

During the fiscal years ended March 31, ~~2023,~~2024 and ~~2022~~2023, 9195% and 8791%, respectively, of the Company’s consolidated sales were made to customers and independent contractor distributors located in the United States (the “U.S.”). See Note 20 - “BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION” of the Notes to Consolidated Financial Statements contained in Item 8 — “Financial Statements and Supplementary Data” of this Annual Report for more details.

While the Company’s business generally is not highly seasonal in nature, sales activity is normally slower during November and December, when many customers and independent contractor distributors in the U.S. traditionally take a holiday break.

Competition

The health and wellness direct selling industry is highly fragmented and competitive, and there are few barriers to entering the industry. We compete with other direct selling businesses, including many that have a longer operating history, higher visibility and name recognition, and more financial resources than we do. Among others, these network marketing companies include Amway Corporation, Avon Products, Herbalife Nutrition, Mary Kay, Nature’s Sunshine Products, The Body Shop, Nu Skin Enterprises and Youngevity International. Our competitors also include a wide range of retailers, including traditional retail stores that offer their products in “brick and mortar” outlets and/or online, and e-commerce-based retailers. These retailers include, among other: CVS Health Corporation (Pharmacies), GNC Holdings (a specialty retailer), Target Corporation, The Vitamin Shoppe, Walgreens Boots Alliance (Pharmacies) and Walmart.

The marketplace for subscription-based travel and leisure services is currently very dynamic and competitive, and highly fragmented. The barriers to entry are low and new competitors continuously emerge. We compete with many well-known companies, including some with greater resources, such as: Costco, Inspirato, Travel & Leisure Club, TripAdvisor, and Virgin Hotels, just to name a few. Our competitors may adopt aspects of our business model or may introduce new business models or services that we may need to adopt or otherwise adapt to in order to compete effectively, which could reduce our ability to differentiate our travel services from those of our competitors. Increased competition could result in a reduction in revenue, higher cost or reduced market share. We compete with many well-known companies, including some with greater resources, such as: Costco Travel (a division of Costco Wholesale), Inspirato Inc., Travel & Leisure Co., TripAdvisor, Inc., and Virgin Hotels (a division of Virgin Group), just to name a few.

We compete in these marketplaces by emphasizing differentiators such as our access to exclusive products and services, the quality and efficacy of our product and service offerings, the reliability and convenience of our distribution system, and a personalized customer service experience. We offer products and services that aim to improve the health and happiness of our customers and distributors. In addition, our direct selling business model, provides our independent contractor distributors the opportunity to build wealth by growing and operating of their own distribution business.

We also compete with other direct selling organizations in our efforts to attract and retain our independent contractor distributors by emphasizing the strengths of our product line, entrepreneurship and leadership training, a comprehensive sales compensation plan, a strong marketing focus, positive corporate values, and strong management leadership.

Travel

Thanks to the 10 largest travel companies in the world, consumers are able to book a plane, hotel, cruise, rental car, and more, often through one single web page. These companies can be dedicated to both businesses and consumers (oftentimes both) and are the biggest contributors to the travel industry’s nearly $5.8 trillion global economic contribution in 2021.

Beginning with the widespread adoption of the internet, the travel industry has split into two different sectors. The more traditional travel agency is one where most customers interact on a personal one-to-one basis with a travel agent, and these have existed for many decades. Today, the largest travel companies are all online and skip personal interaction to instead opt for integrated systems that work for every method of travel.

Currently, the largest travel online companies in the world include: Booking.com; Priceline.com; Trivago; Expedia.com; Hotels.com; Hotwire.com; Orbitz. Com; and Kayak.com.

Unlike the other online travel companies that sell to the public and spend millions of dollars each month on radio, television and billboards, MTV sells direct to consumers by way of independent sales representatives who promote and sell direct to consumers for a commission base payout. We only sell to consumers that join their membership-based subscription, which then offer the lowest rates available and do not mark up the travel unlike their competitors. Similar to large wholesale buying clubs like Costco and Sam’s club, where the consumer pays for a membership to offset the retail prices of consumer goods. Travel is sold at up to 65% off any companies, because we collect a monthly membership fee which offsets the expenses.

Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors and will help drive our future growth:

	●	A strong management team consisting of senior and middle management professionals with significant direct selling industry and global business experience.

	●	An exclusive line of Nootropic products sourced through one or more exclusive strategic partnerships and not available through traditional sales channels.

	●	Best in class marketing process that focuses on the nutritional value and/or other health benefits of our health and wellness products.

	●	Our ability to offer our industry-exclusive brands directly to consumers using a friendly, highly trained entrepreneurial sales force.

	●	Our 30-day, “full customer satisfaction or your money back” product return policy.

Travel

International Reach

During our fiscal year ended March 31, 2023, and 2022, sales to customers and independent contractor distributors located in the U.S. accounted for approximately 91% and 87% of consolidated sales, while sales to customers located in Korea were approximately 3%.

In June 2021, the Company, through its wholly owned subsidiary, commenced operations in the Republic of Korea (South Korea). During our fiscal years ended March 31, 2023 and 2022, 93% and 87% of our sales, respectively were denominated in U.S. dollars.

Our Health and Wellness Product Line

The Company launched its current health and wellness product line, under the name Elevate, in 2017. In 2021, we rebranded our products under The Happy Co trademark. The Company’s health and wellness product line consists of Nootropics, natural products aimed at improving the health and happiness of its customers and distributors. We aim to grow health and wellness product offerings by developing, acquiring, and introducing new products and services. In fiscal years ended March 31, ~~2023,~~2024 and ~~2022~~2023, 99approximately 100% and 9399%, respectively, of the Company’s consolidated sales were from sale of its health and wellness products.

Key Products and Services

We purchase our proprietary and non-proprietary products from independent formulators and manufacturers who specialize in wellness and skincare products. We take pride in our commitment to offer the finest products in the industry, including, but not limited to:

Health & Wellness Products

Elevate MAX^® Happy Coffee - A delicious 100% Arabica coffee drink with a combination of at least five powerful mood-enhancing ingredients and a non-stimulant thermogenic agent, p-synephrine, known to increase the breakdown of fats. When combined with XanthoMax^®, Elevate MAX^® coffee completes the set of four hormones that are associated with happiness.

XanthoMax^®Happy Caps - An encapsulated wellness supplement designed to deliver Xanthohumol, a powerful antioxidant, and Turmeric. Xanthohumol is a natural ingredient that helps the body release elevated amounts of Oxytocin, commonly referred to as the “hormone of happiness.” When combined with any of the Company’s functional beverages XanthoMax^® completes the set of four hormones that are associated with happiness.

KetoCre^®Keto Creamer- A delicious Ketogenic creamer designed to support a healthy Keto diet, and a great addition to any weight management program.

Elevate ZEST^® Happy + Lemonade - A refreshing, potent Nootropic blend with a smooth lemonade twist and a proprietary blend of natural Nootropic ingredients designed to assist with mental clarity, memory, and energy. When combined with XanthoMax^®, Elevate ZEST^® completes the set of four hormones that are associated with happiness.

ElevaciTea^®Georgia Peach - A flavorful, Southern-style tea that delivers natural Georgia Peach flavor in every sip. ElevaciTea^®Georgia Peach is a perfect afternoon pick-me-up with a proprietary blend of Nootropic ingredients designed to assist with mental clarity, memory, and energy.

ElevaciTea^®Vanilla Chai - A flavorful afternoon pick-me-up, ElevaciTea^®Vanilla Chai is a creamy, spiced black tea with a proprietary blend of Nootropic ingredients designed to assist with mental clarity, memory, and energy.

Skincare Products

Age-Defying Intensive Repair Serum™ - An age-defying serum that can help you restore the appearance of healthy and glowing skin. Our proprietary Synchronized Peptide Complex^TM has been stabilized through a patented process to deliver outstanding results. This potent serum locks in moisture to help restore the skin’s youthful look.

Ultimate Revitalizing Cream™ - A rich, anti-aging cream that helps illuminate and firm up the skin. Our proprietary Synchronized Peptide Complex^TM has been stabilized through a patented process to deliver outstanding results. This luxurious cream helps the skin retain moisture and improve skin texture, for a firm and radiant looking skin.

Fragrance Devices and Pods

AirMoji, CarMoji and MojiPop - These innovative fragrance devices offer a unique and efficient way to diffuse delightful scents throughout any space. With no heat, fire or wax, these fragrance devices are the safest way to fill any space with amazing fragrance. Every device uses versatile pods, allowing users to refresh their surroundings with over 50 different fragrance or essential oil pods.

Fragrance Pod - Each pod features a 100% natural wood fiber core, infused with premium fragrance, encased in a recyclable plastic cup, and sealed for optimal preservation. With over 50 unique scents, including special seasonal options, there’s a fragrance for everyone to enjoy. The Company’s fragrance pods are free from harmful chemicals such as SLS, parabens, dyes, and phthalates; and they are intended for use in any of the Company’s fragrance device.

Essential Oil Pod - Every essential oil pod combines a wood fiber core with expertly curated blends of premium essential oils, encased in a recyclable plastic cup and sealed for maximum preservation. Our selection includes a variety of pure essential oils and essential oil blends designed to suit every mood and need. These pods are intended for use in any of the Company’s fragrance device.

Member-Based Travel Services

In late 2022, through its subsidiary, Global Travel Destinations (doing business as “MyTravelVentures” or “MTV”), the Company launched a subscription-based travel service. MyTravelVentures’ services are designed to offer discounts in connection with travel, including on airfare, cruises, hotels, resorts, time shares and rental cars for destinations throughout the world for people of all ages, demographics, and economic backgrounds. This program is being revised and is currently projected to re-launch in November of 2024. The website is active, but we are not enrolling any new customers at this time.

Sales and Marketing

We rely on a direct selling model consisting of independent contractor distributors and on customer referrals to promote and sell a majority of our products. We believe this is an effective selling model since our independent contractor distributors can educate consumers about our products in person, provide testimonials, and provide higher levels of customer support, compared to more traditional selling models. The Company markets and sells its health and wellness products using its proprietary website: www.thehappyco.com. ~~and~~We ~~market~~plan ~~its~~to revise and enhance our subscription-based travel services in November 2024 which is be sold through www.mytravelventures.com.

We provide support to our independent contractor distributors with marketing content, websites, events, and technology. We offer our products and services online and provide our independent distributors with a virtual online Back Office website. This website is where independent distributors can manage, monitor, and operate their businesses 24 hours a day from any location. In addition, we actively communicate with our independent distributors about new products, price changes, policy changes, recruiting opportunities, sales promotions, and other important matters via electronic mail, by phone and during our sales conventions. As deemed appropriate, sales conventions are generally held once or twice a year and are attended or viewed digitally by our independent distributors. Each sales convention includes the participation of one or more key personalities, including social media influencers, engaged in promoting our products and services. In addition, each sales convention is attended by members of our executive team, providing an opportunity for our sales force to learn about latest corporate and business initiatives, new products, and other matters relevant to their businesses.

Distribution of Products and Services

Distribution and delivery of our health and wellness products in the North America is handled primarily by our distribution center in Addison, Texas. On the other hand, sales, distribution, and delivery of our products in Asia is handled by our South Korean subsidiary.

Retail Customers and Independent Contractor Distributors

The Company distributes its health and wellness products and its subscription-based travel services through two distribution channels: (1) sales to our retail customers – consumers that buy our products from a distributor or through one of our websites, for personal use and (2) sales to our independent contractor distributors that buy product for resale or for personal use. The Company’s goal is to monitor and grow both sales channels using different strategies. To grow our retail customer base, we offer high-quality, unique products and travel services. Our strategy for growing our sales force of independent distributors includes providing a meaningful business opportunity to them, a competitive sales compensation plan, sales incentives, and volume-based bonuses, as further discussed below.

Any person may join the Company as a distributor, or Brand Partner, by purchasing a Virtual Business System (“VBS”) for $4929.00. This kit includes the training and basic marketing materials which better enables our sales force to sell our products and build their organization. Independent distributors may then purchase products for personal use or to build their sales organization. No product purchases are required upon enrollment.

Distributor Agreement and Compensation

Our distributors are independent contractors, and the Company does not direct or control their efforts. However, the Company requires its distributors to abide by its policies and procedures, and to comply with all applicable laws and regulations. To become a distributor an individual must affirmatively accept our standard Distributor Agreement as well as our Distributor Policies and Procedures. These documents govern the relationship between the Company and each independent distributor. The Distributor Policies and Procedures outline the scope of permissible marketing activities, and the Distributor Agreement defines the relationship between the distributor and the Company. Our policies and procedures require that our distributors present our products, as well as the business opportunity, both ethically and professionally.

We believe that our compensation plan offers our independent distributors an exciting and effective way to earn commissions. All our distributors can earn commissions when they sell our products to their retail customers or their downline independent distributors. Additionally, they can earn commissions when their own personally sponsored distributors (or downline) sell products to end users. There is no limit as to the number of personally enrolled distributors or retail customers that an independent distributor may have.

Each distributor begins by purchasing a VBS. The VBS includes the training and basic marketing materials which better enables our sales force to sell our products and build their organization. No commissions or bonuses are paid for enrolling other distributors.

Additionally, each month, our top producing distributors may also earn commission based on the sales levels achieved by such distributor and his/her downline. This bonus commission is designed to compensate them for mentoring, training, and developing the distributors in their downline.

The Company’s compensation plan is designed to promote customer acquisition and retention. The Company provides a back-office website for our independent distributors to use in their ecommerce sales, but an affiliate may also sell directly to their customers.

We rely upon our independent distributors to create customer demand and sales. We believe our plan is successful in helping to attract and motivate our sales force and key industry leaders. Please see ITEM 1A. – “RISK FACTORS” – “~~The~~Our ~~dependence~~subsidiaries’ ofability ~~some of our subsidiaries upon a direct selling business model~~ to ~~sell~~attract ~~our products,~~ and ~~the~~retain ~~highly~~independent ~~competitive~~distributors; ~~and~~our ~~dynamic nature of the direct selling industry” and “Our~~ subsidiaries’ ability to ~~attract~~develop and ~~retain~~maintain positive relationships with our independent distributors; the ability of a distributor to successfully perform his or her role; and the potential adverse impact of the loss of a high-level distributor or a significant number of distributors for causes out of our subsidiaries’ control” below for more information.

Full Customer Satisfaction Product Return Policy

If a consumer is not completely satisfied with the products they purchased, we offer a full refund, or exchange of the product, for items returned within 30 days from the date of purchase. For products purchased by our independent distributors, we also offer a generous product return policy that allows our distributors to get full credit for unopened and resalable items returned for up to 30 days from the date of purchase, generally subject to a customary restocking fee.

Trademarks and Other Intellectual Property

We have obtained 28more than 40 trademark registrations issued by the United States Patent and Trademark Office (the “USPTO”). We anticipate obtaining ~~additional~~ additional U.S. trademark registrations in the future, inand ~~connection~~currently ~~with~~have ~~the~~over 1325 applications ~~presently~~in ~~pending~~process with the USPTO.

In addition, we intend to file for trademark protection in jurisdictions outside the U.S. where we market and distribute or intend to market and distribute our products, including, among others, in Canada, Mexico, South Korea, Singapore, Malaysia, Japan, Thailand, and the Philippines. Trademark protection is increasingly important to our growing business.

Several of our products are manufactured under formulations and processes owned by some of our key vendors. Some of our key vendors have registered or applied for patent registrations to maintain exclusivity over the ingredients, formulation and processes, and the integrated products they supply to us. Such potential patents, the underlying ingredients, formulation and processes, and integrated products are material to the Company’s business. The Company reserves the right to join in any future actions to defend against any infringement on such patents that could adversely affect the products the Company sells. If our vendors and us were unsuccessful in protecting such intellectual property rights, this could have a material adverse effect on our business. Please see - “RISK FACTORS” - “Our dependence on one supplier for a ~~substantial~~significant portion of the products we sell and the potential for material disruptions in our supply chain or potential increases in the prices of the products we purchase beyond what we can pass along to our customers” below for more information.

To protect our own intellectual property and proprietary processes that are material to the long-term health and profitability of the Company, we maintain disciplined business practices to manage trade secrets and use various forms of confidentiality and non-disclosure agreements. We consider trademark protection to be very important to our business and utilize an internal compliance team to closely monitor the usage of our intellectual property. Please see ITEM 1A. – “RISK FACTORS” – “The success of our efforts to register our trademarks and to protect certain intellectual property rights” below for more information.

Strategic Supply Chain Partnerships

We strive to maintain positive relationships with key business partners to ensure the continuous manufacturing, supply, and quality of our products. In the fiscal year ended March 31, ~~2023,~~2024 and ~~2022~~2023, product purchases from one supplier accounted for ~~92%~~approximately 84% and 6492%, respectively, of our product purchases. Please see ITEM 1A. – “RISK FACTORS” – “Our dependence on one supplier for a ~~substantial~~significant portion of the products we sell and the potential for material disruptions in our supply chain or potential increases in the prices of the products we purchase beyond what we can pass along to our customers.”

Regulatory Environment

Our business is regulated by various federal, state, and local governmental agencies in the U.S. and by similar agencies in Canada and other jurisdictions in which we market and sell our products. These laws and regulations are related to: (a) the manufacturing, labeling, distribution, and sale of our products; (b) product claims and advertising; and (c) our network marketing program.

Regulation of Direct Selling Activities

In the United States, direct selling programs are subject to a variety of federal and state regulations governed by the United States Federal Trade Commission (the “FTC”) or a similar state agency. These regulations are generally intended to protect consumers from fraudulent or deceptive sales practices. They also ensure that product sales are made to the ultimate consumers and that compensation within the organization is made based upon actual sales transactions, rather than upon recruitment into the organization.

The Company monitors and, if necessary, responds to regulatory developments that may adversely affect its network marketing program. We believe the Company is in material compliance with all applicable laws and regulations relating to direct selling activities in the United States and other countries where we operate.

Regulation of Personal Care and Nutritional Food Products

Personal care and nutritional food products (including the products we sell) and certain related marketing and advertising practices are subject to governmental regulation by various federal, state, and local government agencies and other authorities in the U.S., Canada, and other jurisdictions where we market and distribute or intend to market and distribute our products in the future. These agencies and authorities include the U.S. Food and Drug Administration (the “FDA”), the FTC, the Consumer Product Safety Commission, the U.S. Department of Agriculture, and various similar state and Canadian regulatory agencies. To date, we have not experienced any governmental actions related to health or safety, or food and drug regulations regarding our products.

The FDA regulates both finished dietary supplement products (including health and wellness products such as ours) and dietary ingredients. Dietary supplements are specifically regulated under the Dietary Supplement Health and Education Act of 1994 (the DSHEA). Under the DSHEA, manufacturers and distributors of dietary supplements are prohibited from marketing products that are adulterated or misbranded. Generally, such regulations apply prior to a product reaching the market. Once a product reaches the market, the FDA is responsible for taking enforcement action against any product found to be an adulterated or misbranded dietary supplement. Unlike medications, dietary supplements and dietary ingredients, such as those sold by the Company, do not require FDA approval before such products can be marketed and sold.

The FTC, which enforces consumer protection laws regarding truth in advertising, and similar state and foreign agencies regulate how we advertise and market our products. The U.S. Consumer Product Safety Commission, and similar state and foreign agencies, seek to protect the public from unreasonable risks of injuries or death associated with consumer products. In the U.S., Canada and other jurisdictions where we operate, our products are also subject to laws and regulations concerning product formulation, labeling and packaging. These laws and regulations often require us to, among other things, conform product labeling to local language and content description requirements, register or qualify the products with the applicable government authorities, or obtain approvals or file required notifications prior to marketing such products within certain jurisdictions. Many of the jurisdictions where we operate also regulate product capability claims and advertising content. These regulations control the type of claims and representations that can be made regarding the capabilities of products. For example, in the United States, it is unlawful to make claims that nutritional supplements will help diagnose, cure, mitigate, treat, or prevent disease. Please see ITEM 1A. – “RISK FACTORS” – “Our ability to comply with current consumer product laws and regulations or our becoming subject to new or more stringent consumer product laws and regulations in the future” below for more information.

Employees

As of March 31, ~~2023,~~2024 and ~~2022~~2023, the Company employed 4332 and 6843 persons, respectively, as follows:

Location	~~2023~~2024		~~2022~~2023
United States		4131		5841
Asia		21		102
Total		4332		6843

The amounts above do not include the Company’s independent distributors, which are independent contractors. Our employees are not represented by labor unions. We believe that our relationship with our employees is positive, and we do not expect a shortage in qualified personnel to continue our business growth.

Access to Public Filings

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to such reports, are available to any person, without charge, upon written request to our Investor Relations Department at 5200 Tennyson Parkway, Suite 400, Plano, Texas. You may also access copies of such reports, and other information about the Company, by visiting our corporate website: www.shrginc.com.

In addition, the SEC maintains a website that contains any reports and other information that we file with the SEC: www.sec.gov.

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, and cash flows. If any of these events occurs, the market price of our Common Stock could decline, and you could experience the loss of all or a portion of the value of your investment in our Common Stock. You should not draw any inference about the relative magnitude or relevance of any particular risk from its position in the following discussion.

A - Risks Relating to the Stock Distribution

The Distribution may not be completed on the terms or timeline currently contemplated, if at all.

DSS, Inc. (“DSS”) expects the Stock Distribution to be treated as a taxable non-liquidating distribution to its stockholders. As a result, a U.S. stockholder of DSS may have a U.S. Federal income tax liability in respect of the Distribution without the receipt of cash from DSS.

Prior to May 4, 2023, DSS and its affiliates held a controlling interest in our common stock. On May 4, 2023, DSS and Decentralized Sharing Systems, Inc., a wholly owned subsidiary of DSS, (“DSSI”) distributed 280,528,500 shares it held of SHRG to DSS, Inc. shareholders in connection with the Form S-1 (file no. 333-271184) initially filed with the Securities and Exchange Commission on April 7, 2023, and declared effective on April 25, 2023. DSS expects the Distribution to be treated as a taxable, non-liquidating distribution to its stockholders. As such, for U.S. federal income tax purposes, each U.S. stockholder of DSS receiving shares of Sharing Services Shares in the Distribution would be treated as if such stockholder had received a distribution in an amount equal to the fair market value of Sharing Services Shares received, which would result in (1) a taxable dividend to the extent of such stockholder’s pro rata share of DSS’s current and accumulated earnings and profits, (2) a reduction in such stockholder’s basis (but not below zero) in DSS common stock to the extent the amount received exceeds such stockholder’s share of earnings and profits and (3) a taxable gain to the extent the amount received exceeds the sum of the amount treated as a dividend and the stockholder’s basis in the DSS Common Stock. Accordingly, such stockholder may have a U.S. federal income tax liability in respect of the Distribution without the receipt of cash from DSS.

~~B -~~ Risks Associated with the Direct Selling Business Model:

The dependence of some of our subsidiaries upon a direct selling business model to sell our products, and the highly competitive and dynamic nature of the direct selling industry.

Some of our subsidiaries operate in the direct selling industry market and distribute our products and services through a sales force of independent contractor distributors. The distribution of our products and services depends upon their continued efforts to recruit, train, and retain qualified and effective independent distributors. The success of their efforts to recruit and retain distributors may be affected by the competitive environment among direct-to-consumer companies, the conditions of the general labor market, including levels of employment, the occurrence of demographic and cultural changes in the workforce, and the extent to which their brand is recognized in the geographies in which they operate. There can be no assurance that our subsidiaries will be successful in recruiting and retaining enough independent distributors to grow their business worldwide.

The direct selling industry worldwide is highly competitive and dynamic, and generally there are few barriers to entering the industry. In addition, the sale of health and wellness products by direct selling industry participants, online resellers, and others is highly competitive. There are several companies, including many with more resources than the Company that offer competing health and wellness products. The primary competitive factors for health and wellness products are (a) price; (b) the quality, perceived value, brand recognition and package appeal of the product; (c) the skills and effectiveness of the independent distributor and customer service staff interacting with the customer or potential customer; and (d) the continuous availability of enough product to fulfill orders promptly. There can be no assurance that our subsidiaries will remain competitive or that competition in the industry will not intensify.

If our subsidiaries do not remain competitive and promptly and effectively respond to increased competition, including competition for independent distributors, and to marketplace changes in the future, future sales of our products and services could decline. This could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.

Our subsidiaries’ ability to attract and retain independent distributors; our subsidiaries’ ability to develop and maintain positive relationships with our independent distributors; the ability of a distributor to successfully perform his or her role; and the potential adverse impact of the loss of a high-level distributor or a significant number of distributors for causes out of our subsidiaries’ control.

Our subsidiaries operating in the direct selling industry depend on the skills and marketability of their independent distributors to promote their brand and to market and distribute our products and services. The direct selling industry generally experiences a relatively high rate of salesforce turnover and is very competitive. The success of our subsidiaries’ efforts to recruit and retain distributors, or to develop and maintain positive relationships with our independent distributors, may be affected by the competitive environment among direct-to-consumer companies, the conditions of the general labor market, including levels of employment, the occurrence of demographic and cultural changes in the workforce, and the extent to which our subsidiaries’ brand is recognized in the geographies in which they operate. Our subsidiaries’ inability to attract and retain qualified distributors in the future, our subsidiaries’ inability to develop and maintain positive relationships with our independent distributors in the future, the inability or failure of a distributor to fulfill his or her role, including his or her role to comply with all laws and regulations applicable to direct-to-consumer sales activities, the ineffectiveness of a distributor as a spokesperson for our subsidiaries’ brand and products, or the loss of a high-level distributor or a significant number of distributors for causes out of their control may adversely affect future sales of our products and services. This could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.

Changes to our subsidiaries’ sales compensation plan could be negatively perceived by members of their independent sales force, could fail to achieve the desired long-term goals, and could adversely impact future sales.

Some of our subsidiaries operating in the direct selling industry modify aspects of their sales compensation plan from time to time in efforts to keep their sales compensation plan competitive and attractive to their existing and future sales force, to address changing market conditions, to provide incentives that they believe will help grow their business, and to ensure conformance with evolving government regulations, among other reasons. In addition, our subsidiaries may be required to modify their sales compensation plan from time to time to comply with existing or new regulations in the future, including in response to potential governmental enforcement action. Changes to our subsidiaries’ sales compensation plan, including changes perceived to reduce sales commissions earned by their independent sales force, could be negatively received by their sales force, could fail to achieve the desired long-term goals, and could adversely impact future sales. This, in turn, could adversely affect our consolidated business, financial condition, results of operations and cash flows.

Certain of our subsidiaries may be held responsible for certain taxes or assessments relating to the activities of their independent distributors.

The success of our subsidiaries operating in the direct selling industry depends on the effective use of an independent sales force to market and distribute our products and services. Our subsidiaries’ business activities and the activities of their independent distributors are subject to various local, state, and national laws and regulations and, in some instances, governmental agencies may seek to impose on our subsidiaries an obligation to collect taxes, such as sales or value-added tax, to maintain appropriate tax records, or to otherwise ensure compliance with local, state, or national laws and regulations by their distributors. In addition, some jurisdictions may challenge a company’s classification of its distributors as independent contractors and seek to make the company pay additional compensation to its distributors or seek to make the company responsible to withhold and remit payroll and similar taxes with respect to compensation paid to its distributors or with respect to the activities of its distributors. For example, in 2020, the State of California passed legislation which seeks to expand the classification of employees. Other states and other jurisdictions where we operate, now or in the future, may pass similar laws or interpret existing laws, rules, and regulations to expand the classification of employees. Although the California legislation provides an exemption for direct sellers, such as the Company’s subsidiaries operating in the direct selling industry, there can be no assurance that other jurisdictions where we operate now or in the future will provide a similar exemption or that judicial or regulatory authorities will not assert interpretations of law that would mandate that we change our classification. In the event that any governmental agency challenges the classification of our subsidiaries’ distributors as independent contractors or otherwise seeks to make our subsidiaries responsible to withhold and remit payroll or other taxes in connection with the activities of their independent distributors, we may incur significant costs and expenses to defend us and our subsidiaries from such actions, with no assurance that we will prevail, and our subsidiaries may ultimately be held responsible for such taxes in those jurisdictions in the future. The occurrence of any of these conditions could have a material adverse effect on our consolidated business, financial condition, results of operations and cash flows.

Civil or governmental challenges to our subsidiaries’ direct selling system or independent distributor policies could harm our business.

The direct-to-consumer industry is subject to extensive governmental scrutiny, including as a result of various national, state, and local laws and regulations. For example, in the U.S., the FTC has actively warned several direct selling companies, and the industry as a whole, about certain business practices associated with direct selling and has entered into settlements with several direct selling companies that required those companies to modify their compensation plans and business models. Those settlements resulted from FTC enforcement actions involving a variety of alleged violations of consumer protection laws, including allegations of earnings potential misrepresentations and challenges about the legal validity of the distributor compensation plans and business models. Elements of the network marketing system or distributor policies of some of our subsidiaries may also be challenged by third parties, including their independent distributors, by competing direct-to-consumer companies, and by others.

In the countries where we operate, including the United States, the direct selling industry relies on the implementation of distributor rules and policies designed to protect consumers, prevent inappropriate sales activities and marketing practices, and distinguish between legitimate direct selling distribution systems and unlawful pyramid schemes. We and our subsidiaries have adopted formal rules and policies that we believe are consistent with best domestic and global direct-to-consumer industry standards. The laws and regulations covering the direct selling industry, however, often involve a high level of subjectivity and are subject to judicial interpretation. Because of this, there can be no assurance that elements of our subsidiaries’ network marketing system, including representations made by their independent distributors, or elements of their distributor policies will not be challenged in civil or governmental actions, or that the application and interpretation of laws or regulations governing the direct-to-consumer industry in the future would not be harmful to our subsidiaries’ business. The occurrence of any of these conditions could have a material adverse effect on our consolidated business, financial condition, results of operations and cash flows.

~~C –~~ Risks Associated with our Growing Business:

The success of our growth initiatives, including our efforts to attract new customers, build brand awareness, and expand into international areas, and our efforts to generate recurring customer orders, which we call “SmartShip” orders.

Our long-term success is dependent on our ability to achieve sustained growth. We are a developing company and had no significant sales history prior to December 2017, when our U.S.-based subsidiaries launched their Elevate health and wellness product line. During the period from December 2017 through October 2019, our consolidated sales increased at a fast pace. During the following three years, however, we have experienced sales declines or stagnation. In efforts to restore growth, in the fourth quarter of our fiscal year ended March 31, 2021, we launched a multipronged growth strategy intended to accelerate sales growth, including by: (a) expanding our product offerings in the U.S., (b) initiating operations in countries like South Korea, Singapore, Malaysia, Japan, Thailand, and the Philippines, among others, and (c) launching our previously announced membership-based consumer travel products line worldwide. In addition, we have made significant investments in developing and launching a new business brand, “The Happy Co.,” in February 2021, commonly referred to as HCo, in the U.S. There can be no assurance that these strategic initiatives will result in the consolidated sales growth we anticipate, or any sales growth at all, which could have a material adverse effect on our consolidated business, financial condition, results of operations and cash flows.

Our ability to anticipate and effectively respond to changes in consumer preferences and buying trends in several countries in a timely manner.

Our success depends in part on our ability to anticipate, evaluate, and respond in a timely manner to changes in consumer preferences and buying trends, particularly for health and wellness products, in the countries we operate. We anticipate that continuously changing consumer preferences and buying trends will affect future worldwide demand for health and wellness products, and other consumer products and services. If we do not effectively identify and respond in a timely manner to evolving consumer preferences and buying trends, including consumer demands for health and wellness products and services, our consolidated business, financial condition, results of operations and cash flows may be adversely affected.

Our ability to maintain a positive image and brand acceptance in the dynamic, highly competitive, and sometimes unpredictable marketplace, including the impact of social media.

In recent years, there has been a significant increase in the use by businesses of social media platforms, including informal blogs, social media websites, and other forms of internet-based communications. Social media can enable a business to reach a wide selection of consumers and other targeted audiences, generally in a more cost-effective way than more traditional forms of marketing and advertising. However, negative, inaccurate, or false information about a company or the products it sells may be circulated through social media quickly and may damage a company’s reputation and business. In addition, negative, inaccurate, or false information about a company or the products it sells may be circulated through more traditional communication means. Many consumers and independent distributors of direct-to-consumer companies value readily available information and often act on such information without further investigation. The harm caused by the circulation of negative, inaccurate, or false information about a company or its products may be immediate, and opportunities to redress and correct the information may be slow and costly. If we were the victim of allegations, or the dissemination of negative, inaccurate, or false information, circulated through social media or otherwise, this could adversely impact our reputation and business and could result in the loss of independent distributors and in a decline in our future sales.

The Company also uses social media platforms, including Facebook and Instagram, to communicate with existing and prospective customers, independent distributors, vendors, and employees, and to otherwise promote its products and services. Laws and regulations intended to govern the use of the Internet and social media platforms are complex and evolving. If we, our employees, our subsidiaries’ independent distributors, or other third parties acting on our behalf were found to be in violation of any of these laws and regulations, this could result in fines and enforcement actions and adversely impact our reputation and business.

The occurrence of any of these conditions could have a material adverse effect on our consolidated business, financial condition, results of operations and cash flows.

Our dependence on one merchant processor for a material portion of our sales proceeds.

The availability of merchant processing providers willing to serve smaller companies is limited. Substantially all our credit card sales in the U.S. are processed by one merchant processor. Any disruption in the operations of this merchant processor, as a result of organized labor disputes, natural disasters, acts of cyberterrorism or otherwise, could disrupt or substantially decrease our cash flows from operation. If this occurred, particularly for an extended period, we may not be able to meet our obligations, including servicing our debt now or in the future. The occurrence of any of these conditions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our long-term success depends on our ability to attract and retain talented employees and management, and to develop effective management succession plans.

As a growing business, our long-term success depends in large part on our ability to attract and retain talented employees and senior executives who have strong knowledge, experience, and managerial skills, including in the direct selling industry. From time to time, key employees may retire or otherwise leave our business, and we may experience delays or be unsuccessful in attracting and integrating the new staff required to grow and operate our business profitably. In addition, as a growing company with a relatively limited number of executives currently on staff, our ability to develop effective management succession plans is limited. Effective management succession planning is important to our long-term success because failure to effectively transfer knowledge and to complete a smooth management transition could hinder or disrupt our strategic planning initiatives and/or adversely affect future execution of those initiatives and our performance. The occurrence of any of these conditions could have a material adverse effect on our consolidated business, financial condition, results of operations and cash flows.

Our ability to effectively manage and control our operating expenses.

We are a growing company and have not achieved sustained growth and profitability. Our ability to consistently generate earnings from operations depends in large part on our ability to successfully control our operating costs and expenses, while we continue to invest in strategic initiatives intended to grow our sales volume and business infrastructure, including our international footprint. In furtherance of this goal, we have intensified our ongoing activities to control operating costs and expenses, including by strengthening our financial management processes. There can be no assurance that our strategic initiatives and cost control efforts will result in the levels of profitability and positive cash flows that we expect, if at all, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our quarterly and annual financial performance and potential fluctuations therein.

Our quarterly and annual financial performance may fluctuate and adversely affect the price of our Common Stock, often for causes outside of our control. For example, consumer demand for our products and services and, as a result, our quarterly and annual consolidated sales levels, may increase or decrease materially, among other things, because of changes in actual or anticipated levels of employment, changes in the interest rates applicable to consumer credit cards, inflation, national or local political uncertainty, increased competition, and changes in consumer sentiment in general in the countries where we operate. In addition, our results of operations and cash flows may decrease because of, among other things, potential increases in our product costs beyond that which we can pass along to our customers, changes in the willingness or ability of our suppliers to provide product to us in a timely manner, increases in labor costs and in payroll tax rates, and changes in the regulatory environment in the countries where we operate. The occurrence of any of these conditions could have a material adverse effect on our quarterly financial performance and adversely affect the price of our Common Stock.

Our ability to generate sustained positive cash flows from operations or to obtain additional financing, if needed, with which to fund our working capital needs, including servicing or refinancing our debt, now and in the future.

We are a developing company and have not consistently generated sustained positive cash flows from operations. We have experienced significant fluctuations in our operating cash flows, or have otherwise depended on the issuance of equity securities and debt, including convertible notes and short-term borrowings under financing arrangements, in order to meet our working capital needs. For example, during the fiscal year ended March 31, ~~2023,~~2024 and ~~2022~~2023, our net cash used in operating activities was approximately $93.08 ~~million~~ and $159.20 million, respectively. If the Company is unable to generate sustained positive cash flows from operations or to obtain additional equity or debt financing, if needed, this could inhibit the Company’s ability to implement its business strategies and to grow its business, service its debt, now or in the future, and otherwise meet its business goals. This could, in turn, have a material adverse effect on its financial condition, results of operations and cash flows.

Our financial performance could be adversely affected by economic downturns, particularly over an extended period.

Our results of operations may be materially impacted by changes in general economic conditions in the countries where our products are sold. The economies in such countries may be adversely affected by changes in government policy and/or by, among other things, changes in levels of employment, changes in tax laws, increases in energy costs, geopolitical conflict, natural disasters or acts of terrorism, widespread health crises, changes in consumer credit card interest rates, inflation, and changes in consumer sentiment in general. For example, as ~~further discussed below,~~ business activity in several sectors of the global economy were severely reduced because of the recent COVID pandemic. These conditions, in turn, resulted in significant economic contraction in the countries where we operate. In the event of a significant economic downturn, particularly over an extended period of time, whether as a result of a similar health crisis or otherwise, consumer spending habits could be adversely affected over a longer term, and we could experience lower than expected sales. Any economic downturn could also adversely affect one or more of our key suppliers. The occurrence of any of these events could have a material adverse effect on our business, financial condition, and results of operations.

Our business and financial performance could be adversely affected by inflation.

In recent history, inflation has generally been low in the geographies where we operate. However, at the time of this Annual Report, the inflation rate in the United States remains around 53%, primarily as a result of higher energy, housing, and food costs. In the event of a significant increase in consumer prices, particularly over an extended period of time, consumer demand for discretionary products, such as our health and wellness products, could be adversely affected, and we could experience lower than expected sales. In addition, if any of our suppliers implemented price increases, in response to higher raw material, labor, and energy costs or otherwise, we may not be able to pass along such price increases to our customers and our profitability may be reduced. The occurrence of any of these events could have a material adverse effect on our business, financial condition, and results of operations.

The success of our efforts to register our trademarks and to protect certain intellectual property rights.

We have applied for, or are in the process of applying for, trademark protection in the U.S. and in other jurisdictions where we market and distribute or intend to market and distribute our products. We have obtained 2840 trademarks and have over 1325 pending trademark applications in the U.S. We anticipate securing additional U.S. trademarks and foreign trademarks. Trademark protection is increasingly important to our business. If we fail to register or enforce our intellectual property rights or if our intellectual property rights are successfully challenged, this could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Several of our products are manufactured under formulations and processes owned by some of our key vendors. Some of our key vendors have registered or applied for patent registrations to maintain exclusivity over the ingredients, formulation and processes, and the integrated products they supply to us. Such existing or potential patents, the underlying ingredients, formulation and processes, and integrated products could be material to our business. The Company reserves the right to join in any actions to defend against any infringement on such vendor-owned patents that could adversely affect the products the Company sells. If we, and our vendors, were unsuccessful in protecting such intellectual property rights, this could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our potential unintended infringement on the intellectual property rights of others.

The health and wellness industry is competitive and characterized by the need for trademarks to protect intellectual property rights, and by claims of infringement or other violation of intellectual property rights. A third party may assert that one or more of our products violates that party’s intellectual property rights. Any successful intellectual property claim against us in the future could result in significant financial liability and/or prevent us from selling the affected product afterwards. In addition, the resolution of infringement claims may require that we redesign our products, obtain licenses to use intellectual property belonging to a third party, or cease using the intellectual property altogether. Moreover, any intellectual property claim, regardless of its merits, could be expensive and time-consuming to defend against. As a result, claims based on allegations of infringement or other violations of intellectual property rights, regardless of the outcome, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

From time to time, we are a party to lawsuits and other claims that may result in adverse outcomes.

In recent years, we have been a party to several claims and lawsuits arising from a wide variety of business activities, including acquisition-related contingencies, disputes between the Company and certain former officers, disputes between the Company and certain shareholders, and disputes between the Company and former independent distributors. Litigation and other claims are subject to inherent uncertainties and management’s assessment of these uncertainties may change in the future, including as a result of new information. A material adverse impact to our consolidated financial position and results of operations could occur in a period in which an unfavorable outcome becomes probable and reasonably estimable, and a material adverse cash flow could occur in the period when these lawsuits or claims are settled.

Our efforts to expand into foreign markets will increasingly expose us to foreign currency exchange rate fluctuations, and other risks inherent to foreign operations.

During the fiscal years ended March 31, ~~2023~~2024 and ~~2022~~2023, 91approximately 95% and 8791%, respectively, of our sales have been to customers and ~~independent~~ independent distributors located in the United States. However, as part of our strategic growth initiatives, in recent years we initiated ~~efforts~~ efforts to expand our operations in other countries, mainly in ~~Asia~~Korea. As a result, the amount of our reported consolidated sales, expenses, ~~and~~ and cash flows may be significantly affected by fluctuations in the relevant foreign currency exchange rates, as we translate the financial statements of our foreign operations from their functional currency into our reporting currency, the U.S. Dollar. In addition, as a multinational consolidated group, we and some of our domestic or foreign affiliates may obtain and hold assets and liabilities denominated in a currency different from our or their functional currency, in the normal course of business. As a result, we and some of our affiliates may incur foreign currency transaction gains and losses in connection with such assets and liabilities.

Our business may also become exposed to more adverse economic, regulatory, and other conditions in the international areas to which we market and distribute our products now or in the future, compared to those in the U.S. For example, our future international operations may result in exposure to more restrictive consumer safety, product labeling and other consumer product regulations; more restrictive labor laws and regulations; more frequent or unexpected changes in the regulatory environments; more economic volatility; higher rates of inflation; or higher political instability, compared to the U.S. Furthermore, our international operations may expose us to higher consolidated income tax rates, import and export restrictions and tariffs, restrictions on the expatriation of cash to the U.S., and potentially adverse changes in trade agreements between the U.S. and a particular foreign country where we market and distribute our products now or in the future.

The occurrence of any of these conditions could have a material adverse effect on our future business, financial condition, results of operations and cash flows.

Our ability to respond to any natural disasters, epidemics, and other health emergencies, or acts of violence or terrorism that may affect our customers and/or our business effectively and cost-efficiently.

The occurrence of natural disasters, epidemics or other health emergencies, or acts of violence or terrorism in the geographies we market and distribute our products now and in the future, could result in physical damage to our property, the temporary or long-term closure of a facility, the temporary or long-term disruption in the supply of products (or a substantial increase in the cost of those products) to us, the temporary or long-term reduction in our ability to sell products and grow our business, and/or the temporary reduction in consumer demand for our products and services. In addition, if one or more natural disasters, epidemics, or other health emergencies, or acts of violence or terrorism were to impact our global business, our insurance costs may rise significantly afterwards. The occurrence of any of these conditions could have a material adverse effect on our financial condition, results of operations and cash flows.

~~D –~~ Risks Associated with our Products, and with Product and Consumer Laws and Regulations:

Our dependence on one supplier for a significant portion of the products we sell and the potential for material disruptions in our supply chain or potential increases in the prices of the products we purchase beyond what we can pass along to our customers.

We depend on one supplier for a significant portion of the products we sell. Any disruption or substantial decrease in the supply of product by this supplier, as a result of a shortage of raw materials, organized labor disputes, natural disasters, acts of cyberterrorism, or otherwise, could disrupt or substantially decrease our ability to fulfill customer orders. If this occurred, particularly for an extended period, we may not be able to continue to offer these or similar products and our future sales may decline. In such event, we may not be able to offset the decline in sales through substitution of product, price increases, or otherwise. In addition, if this supplier or any of our suppliers implemented unilateral price increases, we may not be able to pass along such price increases to our customers and our profitability may be reduced. Further, if this supplier or any of our suppliers fails to continue to supply product of adequate quality and in a timely fashion to us, this could adversely affect our future sales. The occurrence of any of these conditions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Past or future reformulations of our products, including in response to potential governmental enforcement action, could be negatively received by our independent sales force and customers, and adversely impact future sales.

As part of our commitment to continuously improve our products, we introduce product reformulations and other product enhancements from time to time. In addition, we may be required to modify our product formulations from time to time to comply with existing or new regulations in the future, including in response to potential governmental enforcement action. Changes to our product formulations, whether as a result of potential governmental enforcement action or not, could be negatively received by our independent sales force and customers, and could adversely impact future sales, and our business, financial condition, results of operations and cash flows.

Potential product liability claims could harm our business.

Historically, product liability claims have not been material to our business. However, given the increase in product liability claim activity in recent years and the increased application of a “strict liability” legal standard to those claims particularly in the U.S., we purchase product liability insurance to minimize the financial risks associated with such claims or potential claims. The sources of product liability insurance coverage in the countries where we market and distribute our products are limited, product liability coverage is increasingly expensive, and product liability insurance policies contain many exclusions. We believe our product liability insurance policies significantly mitigate the potentially adverse financial impact to us resulting from most potential product liability claims. However, there can be no assurance that our product liability coverages are adequate to protect us sufficiently and against all potential claims. For example, if any of our products is found to have caused personal injury to a consumer, we might be subjected to liability substantially in excess of our insurance coverages. Any of these conditions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Nutritional supplements are often supported only by limited available clinical studies.

Nutritional supplements, such as many of the Company’s health and wellness products, have a long history of human consumption. Some of our products may contain innovative ingredients or contain combinations of ingredients. Although we believe that all our products are safe when taken as directed, there is only limited data available about human consumption of certain of these product ingredients or combinations of ingredients in concentrated form. We and our key suppliers conduct research and test the formulation and production of our products, however, there are only limited, if any, conclusive clinical studies available about our products and similar product in the marketplace. Furthermore, because we are highly dependent on consumer perception of the efficacy, safety, and quality of our products, we could be adversely affected in the event that our products, or similar product in the marketplace, are proven or asserted to be ineffective or harmful to consumers or in the event of publicity associated with any adverse effects resulting from the use or misuse of our products, or similar products in the marketplace. Any of these conditions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we fail to maintain satisfactory compliance with the regulations of the United States Food and Drug Administration and other governmental agencies in the United States and abroad, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil, criminal or monetary penalties.

Our operations are subject to regulation by different state and federal government agencies in the United States and other countries, as well as to the standards established by international standards bodies. If we fail to comply with those regulations or standards, we could be subject to fines, penalties, criminal prosecution or other sanctions. Some of our products are subject to regulation by the United States Food and Drug Administration and similar foreign and domestic agencies. These regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, promotion, sales and distribution. If we fail to comply with those regulations or standards, we may have to recall products, cease their manufacture and distribution, and may be subject to fines or criminal prosecution.

We are also subject to a variety of laws, regulations and standards that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of toxic or hazardous substances, the collection, storage, transfer, use, disclosure, retention and other processing of personal data, and our business practices in the United States and abroad such as anti-bribery, anti-corruption and competition laws. This requires that we devote substantial resources to maintaining our compliance with those laws, regulations and standards. A failure to do so could result in the imposition of civil, criminal or monetary penalties having a material adverse effect on our operations.

Our ability to comply with current consumer product laws and regulations or our becoming subject to new or more stringent consumer product laws and regulations in the future.

Our business and the products we sell are subject to several national, state, and local laws and regulations in the countries where we currently market and distribute or intend to market and distribute our products. These laws and regulations generally govern the composition, packaging, labeling and consumer safety of the products we sell, as well as the information we use to market these products. In addition, the laws and regulations applicable to us and our products may become more stringent in the future. For example, the State of California enforces recent legislation that requires that “clear and reasonable” warnings be given to consumers who are exposed to chemicals known to the State of California to cause cancer or reproductive toxicity. Although we actively seek to comply with the requirements of this and all other laws and regulations applicable to our business and products, there can be no assurance our products would not be found to be defective in labeling or content, or that the labeling and content of our products will not be challenged in civil or enforcement actions in the future. Our continued compliance with existing or new consumer product laws and regulations could also require the review and possible reformulation or relabeling of our products, as well as the potential removal of some products from the marketplace. In addition, the existence of more stringent consumer product laws and regulation in countries where we intend to market and distribute our products, could hinder our ability to grow our business into such countries. If we were found to be in violation of existing or new consumer product laws or regulations in the future, this could result in significant fines or damages and other enforcement actions, in addition to significant costs and expenses to defend the resulting claims. The occurrence of any of these conditions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

~~E -~~ Risks Associated with our System of Internal Controls, and with our Disclosure Controls:

We have identified material weaknesses in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report. If we fail to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls ~~control over financial reporting~~ in the future, we may not be able to accurately or timely report our financial condition, or results of operations ~~or cash flows~~, ~~which~~ investors may ~~adversely~~lose ~~affect investor~~ confidence in usthe accuracy and, ascompleteness aof ~~result,~~ our financial reports and the ~~value~~trading price of our ~~securities~~Class A common stock may decline.

~~The~~Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 ~~requires~~, ~~among~~our ~~other~~management ~~things,~~is ~~that~~required weto ~~maintain~~report ~~effective internal control over financial reporting~~on, and ~~disclosure controls~~our ~~and~~independent ~~procedures.~~registered ~~Under~~public ~~Section~~accounting firm ~~404(a)~~is ~~of the Sarbanes-Oxley Act, we are~~ required to ~~furnish~~attest ~~a report by management on~~to, ~~among other things,~~ the effectiveness of our internal control over financial reporting. ~~This~~The ~~report~~rules ~~must~~governing ~~include~~the ~~disclosure of any material~~standards ~~weaknesses~~that ~~identified~~must bybe ~~our~~met for management ~~during~~to ~~its~~determine ~~periodic~~the ~~assessment~~adequacy of our internal control over financial reporting. Aare ~~material~~complex ~~weakness~~and require significant isdocumentation, testing, and possible remediation if a deficiency is identified. Annually, orwe ~~combination~~perform ofactivities ~~deficiencies~~that include reviewing, documenting, inand testing our internal control over financial reporting. ~~that~~If ~~results~~we infail ~~more~~to ~~than~~maintain athe ~~reasonable possibility~~adequacy ~~that~~of aour ~~material~~internal ~~misstatement~~control ~~of the~~ over financial ~~statements~~reporting, we will not be ~~prevented~~able orto ~~detected~~conclude on aan ~~timely~~ongoing basis. ~~Our~~that ~~compliance~~we have effective internal control over financial reporting in accordance with Section 404~~(a)~~ of the Sarbanes-Oxley Act ~~requires~~of ~~that~~2002. weAny ~~incur~~failure to ~~substantial~~achieve ~~accounting~~and ~~expense,~~maintain an effective internal control environment could result in materially misstated consolidated financial statements and ~~that~~a failure to meet our ~~management~~reporting ~~spend~~obligations, ~~significant~~which ~~time~~would ~~and~~likely ~~efforts~~cause investors to lose confidence in ~~its~~our ~~assessment~~reported offinancial ~~such~~information. This could result in significant expenses to remediate any internal control ~~over~~deficiency ~~financial~~and ~~reporting~~lead to a decline in our stock price.

~~During~~A ~~the evaluation process, if we identify one or more~~ material ~~weaknesses~~weakness inis ~~our~~a ~~internal control over financial reporting~~deficiency, we ~~would be required to implement remediation procedures aimed at mitigating the control weakness~~ or ~~weaknesses.~~a ~~Until~~combination ~~such~~of ~~remediation procedures succeed in mitigating the control weakness or weaknesses~~deficiencies, ~~we would be unable to assert that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies~~ in ~~our~~ internal control ~~over~~ ~~financial reporting in the future. Any failure to maintain internal control~~ over financial reporting ~~could severely inhibit our ability to timely and accurately report our financial condition~~, ~~results~~such ~~of operations or cash flows. If we are unable to conclude~~ that ~~our~~ ~~internal~~there ~~control over financial reporting~~ is a ~~effective,~~reasonable orpossibility ifthat ~~our independent registered public accounting firm determines we have~~ a material ~~weakness~~misstatement orof ~~significant deficiency in~~ our ~~internal~~annual ~~control~~or ~~over~~interim financial ~~reporting~~statements inwill ~~the~~not ~~future, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our securities could decline, and we could~~ be ~~subject~~prevented ~~to enforcement actions by the SEC~~ or ~~other regulatory authorities. Any failure to promptly remedy any material weakness in~~detected ~~our~~on ~~internal~~a ~~control~~timely ~~over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets~~basis.

Our management, with the participation of our CEO and our CFO, assessed the effectiveness of our internal control over financial reporting as of March 31, 2024, and concluded that our internal control over financial reporting was ineffective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States due to material weaknesses identified below.

1. As of March 31, 2024, our management has identified material weaknesses in our internal controls to review and reconcile account balances on a monthly basis and has concluded that, due to such material weakness, our disclosure controls and procedures were not effective.

2. As of March 31, 2024, our management has identified material weaknesses in our internal controls to complete document procedures that timely completes monthly reconciliations and closing procedures. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Our conclusion is based on the fact that we do not have sufficient number of qualified accounting personnel to ensure proper segregation of incompatible duties, perform timely account analyses, and timely preparation and review of our financial statements. To remediate these material weaknesses, our management is in the process of (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience; (ii) enhancing our accounting and financial reporting process, and (iii) strengthening our account reconciliation and documentation procedures.

While we believe these efforts will improve our internal controls and address the root cause of the material weaknesses, such material weaknesses will not be remediated until our remediation plan has been fully implemented and we have concluded, through testing, that our controls are operating effectively for a sufficient period of time. We cannot be certain that the steps we are taking will be sufficient to remediate the control deficiencies that led to the material weaknesses in our internal control over financial reporting or prevent future material weaknesses or control deficiencies from occurring. In addition, we cannot be certain that we have identified all material weaknesses in our internal control over financial reporting, or that in the future we will not have additional material weaknesses in our internal control over financial reporting. For more information related to our material weaknesses and their remediation, see ITEM 9A. CONTROLS AND PROCEDURES.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Securities Act, or the Exchange Act is accumulated and communicated to management, recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and executed, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple human error or mistake. Additionally, controls can be circumvented by the individual acts of a person, by collusion of two or more people, or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in any control system, misstatements, or insufficient disclosures due to error or fraud may occur and not be detected.

~~F –~~ Risks Associated with our Information Technology Systems and with Cybersecurity ~~and other External Factors~~:

We may be adversely affected by any disruption in our information technology systems.

We depend on our information technology systems to manage most of our major business functions, including sales order processing, independent sales force service and support, billings and collection, human resources and recordkeeping, and accounting and reporting. More specifically, we rely upon our information technology systems to procure and replenish inventory, to fulfill and ship customer orders, to coordinate our sales activities across several functional areas, to carry out our administrative activities, and to protect personal or sensitive information about our customers, independent distributors, employees, vendors, and other business partners that we received in the ordinary course of our business. A substantial disruption in our information technology systems could result in delays in receiving product and in filling customer orders, and adversely affect our relationships with our customers, independent distributors, employees, vendors, and other business partners, and damage our reputation and business.

As our operations rapidly grow in both size and scope, we continuously need to scale and upgrade our systems and infrastructure to meet increased demand, while preserving their reliability and integrity. For example, we recently implemented an information system upgrade in the U.S. to better accommodate our current and anticipated growth. Any expansion or upgrade to our systems and infrastructure in the future will require us to commit substantial financial, operational, technical, and human resources before the volume of our business increases, with no assurance that the volume of business will increase to the extent we expect or at all. Also, there can be no assurance that any system expansion or upgrade will result in the anticipated benefits and efficiencies, or that the costs of such system expansion or upgrade will not outweigh the benefits and efficiencies derived.

Any of these conditions could have a material adverse effect on our financial condition, results of operations and cash flows.

We may be adversely affected by potential acts of cyberterrorism.

The normal course of our business requires the collection, transmission, and retention of large volumes of confidential and proprietary information, including personal or confidential information of our customers, independent distributors, suppliers, and employees in the information technology systems that we maintain and in those maintained by certain third parties with which we do business. We operate in a global environment characterized by increasing threats of cyberterrorism. Information technology system threats can take a variety of forms. Individual hackers, groups of hackers, and sophisticated organizations, including state-sponsored organizations or nation-states, often commit cyberattacks that pose threats to government, military, educational, and business institutions, among others. These actors could use a wide variety of methods, which could include the development and deployment of malicious software or exploiting vulnerabilities in hardware, software, or other infrastructure in order to gain access to networks and data, potentially compromising sensitive customer, independent distributor, supplier, employee, or other information.

Cyber-threats are constantly evolving, making it increasingly difficult to prevent, detect and successfully defend against. A potential breach of our facilities, data systems or data security could disrupt the operations of our information technology systems and business, impair our ability to ship product or provide services to our customers, and potentially compromise the privacy of our data, including our confidential or technical business information. In addition, the risk of one or more cybersecurity incidents may be heightened as many of our employees work remotely, ~~for~~any ~~example, as a result~~ of ~~the COVID pandemic. Any of~~ these things could harm our reputation or competitive position, require us to allocate more resources to improve our systems, technologies, and infrastructure, or otherwise adversely affect our business, financial condition, results of operations and cash flows.

~~The~~Risks ~~long-term~~Related ~~effects of the COVID pandemic, if any, or other similar public health crises, may continue~~ to ~~amplify~~Our ~~the risks and uncertainties facing our business.~~Securities:

The long-term impacts of the social, economic, and financial disruptions caused by the COVID pandemic and the government responses to such disruptions are unknown. In addition, the impact on our business of the long-term effects of the COVID pandemic, or other similar public health crises, will depend on numerous factors that we cannot accurately predict.

The long-term effects of the COVID pandemic, or other similar public health crises, may also continue to amplify other risks discussed in this ITEM 1A, RISK FACTORS, including risks related to macroeconomic conditions and consumer confidence and spending, supply chain, information security, cybersecurity, and data privacy, and our workforce, any of which could have a material effect on us. For example, the rise in remote working arrangements by our employees, vendors, and other third parties that began during the COVID pandemic increases the risk of a data security compromise and has amplified our already extensive reliance on computing and information systems and unimpeded Internet access.

G – Risks Associated with our Common Stock, with our Preferred Shareholder Rights, and with our “Smaller Reporting Company” status:

Future sales and issuances of our Common Stock or rights to purchase our Common Stock, including issuances pursuant to stock warrants currently outstanding, could result in additional dilution of the percentage ownership by our existing stockholders and could cause our trading price to decline.

We expect that significant additional capital will be needed in the future to fund our planned growth, including our ongoing efforts to expand our footprint outside the U.S. To raise capital, we may sell substantial amounts of ~~Common~~common ~~Stock~~stock or securities convertible into or exchangeable for ~~Common~~common ~~Stock~~stock. Future issuances of equity or equity-linked securities, together with future conversions of our ~~Preferred~~preferred ~~Stock~~stock and exercises of stock warrants currently outstanding or granted in the future, and shares issued in connection with future acquisitions, if any, may result in material dilution to the equity interests of our existing investors. In addition, as a result of such future issuances, new investors could gain rights, preferences and privileges senior to those of the current holders of our ~~Common~~common ~~Stock~~stock.

Our Board of Directors may adopt an equity compensation plan in the future to enhance our efforts to attract and reward employees, executives, and consultants with grants of equity-based awards. Future issuances of equity-based awards, including issuances under any such future equity compensation plan, may result in material dilution to the equity interests of our existing investors and have an adverse effect on the market price of our securities.

Our Common Stock has historically had a limited market and high stock price volatility. If an active trading market for our Common Stock develops, trading prices for our stock may be more volatile.

The principal U.S. market for our Common Stock is the ~~OTCQB~~OTC Pink Market, an over-the-counter trading platforms market operated by OTC ~~Markets~~ Markets Group Inc. Our ~~Common~~common ~~Stock~~stock has historically had limited daily trading activity. In addition, the price of our stock has ~~historically~~ historically been volatile. For example, as of March 31, 2024, the 52-week trading price for our Common Stock has ranged from $0.~~036~~0010 to $0.~~012~~0210 per share. Many factors, some of which are beyond our control, may cause the price of our Common Stock to decline over the short-term or over a long-term, regardless of our operating results. These factors include, among others, fluctuations in our operating results; trends or adverse publicity related to our business, products, competitors or industry; the unwillingness of some stockbrokers to place trading orders in our stock and the resulting limitations in the number of stockbrokers willing to trade our stock; the concentration of a large number of shares of our Common Stock in one or a few stockholders, the sale of our Common Stock by one or more significant stockholders, changes in the economic conditions in the geographies where we operate, and a decline in the stock market in general. If an active market for our Common Stock develops, trading prices for our stock may be more volatile and expose our stockholders to a higher risk of loss of principal over the short-term or over a long-term.

Concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

As of March 31, 2024, our directors, executive officers and their affiliates as a group beneficially own approximately 52.3% of the outstanding Common Stock. As a result, these stockholders able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of the articles of incorporation, as amended and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

Certain rights of our Preferred Stockholders may limit your rights as a Common Stockholder.

The Company’s authorized capital stock structure is comprised of multiple classes of Common Stock (Class A and Class B) as well as Preferred Stock (Series A, B, C and CD). As of March 31, ~~2023~~2024, there were 347,451,880 shares of its Class A Common Stock, 3,100,000 shares of its Series A Preferred Stock; and 3,220,000 shares of its Series C Preferred Stock issued and outstanding. Effective August 31, 2023, we established the Series D Preferred Stock, which consists of 26,000 shares issued and outstanding. There are no shares of the Company’s Class B Common Stock or Series B Preferred Stock currently issued and outstanding.

The rights of the holders of Series A and C Preferred Stock are set out in a Certificate of Designation (for each such series) filed in the State of Nevada. Pursuant to such Certificates of Designation, each share of Series A and Series C Preferred Stock entitles the holder to one vote and is convertible into one share of our Class A Common Stock, at the option of the holder, subject to certain regulatory restrictions. In addition, pursuant to such Certificates of Designation, the affirmative vote of the holders of at least 86% of the shares of the Series A and the Series C Preferred Stock outstanding is required for the Board to declare and pay dividends and other distributions upon the shares of the Company’s Common Stock, unless, with respect to a cash dividend, the holders of the Company’s Preferred Stock (including the Series A and the Series C Preferred Stock) are to receive the same cash dividend as the Common Stock, on an if converted basis. Further, the shares of our Preferred Stock are senior to the shares of our Common Stock with regards to distributions in the event of dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary.

The rights of the holders of the Series D Preferred Stock are set out in the Certificate of Designation filed in the state of Nevada. Pursuant to such Certificate of Designation, from the first date of issuance of any Series D Preferred Stock, each Holder of the Series D Preferred Stock (each a “Holder”) shall be entitled to receive cumulative dividends be paid by the Company in cash at the rate of twenty-five percent (25%) per annum of the net operating income of the Company for its calendar year. Accrued and unpaid dividends are cumulative and shall continue to accrue whether or not declared and whether or not in any fiscal year there shall be operating income or surplus available for the payment of dividends in such fiscal year. Accrued and unpaid dividends shall be payable in cash commencing June 1, 2024 and continuing each annual anniversary of such date, until such Series D Preferred Stock is called by the Company. So long as the Series D Preferred Stock is outstanding, a majority of Holders (owning fifty percent (50%) or more) of Preferred D Stock will be entitled to designate individuals to the board of directors of the Company as necessary to maintain a ratio of at least 28.5% of the filled Board seats, subject to confirmation by the Board, to fill any vacancy in such Board seats and to remove and replace any individuals designated to fill such Board seats. Without the prior written consent of the holders of fifty percent (50%) or more of the outstanding shares of the Series D Preferred Stock, the Company shall not (i) authorize or issue additional or other capital stock that is of junior, equal or greater rank to the shares of the Series D Preferred Stock in respect of the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company, (ii) amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series D Preferred Stock, and (iii) directly or indirectly declare, pay or make any dividends or other distributions upon any of the common stock, if any shares of the Series D Preferred Stock are outstanding.

The preferred shareholder rights discussed above may constitute a material limitation on the rights of our Common Stockholders, including the right to receive dividends and other to distributions, if any. The reduced disclosure requirements applicable to us as a “smaller reporting company” may make our common stock less attractive to investors.

We are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act. As permitted by scaled disclosure requirements applicable to smaller reporting companies under the Exchange Act, the information we disclose may differ or be less comprehensive, when compared to that of larger filers. If some investors find our common stock less attractive as a result of less comprehensive information we may disclose pursuant to the exemptions available to us as a smaller reporting company, there may be a less active trading market for our common stock and our stock price may be more volatile than that of an otherwise comparable company that does not avail itself of the same or similar exemptions.

HThe -conversion ~~Risks~~or ~~Related~~exercise, toas ~~Current~~applicable, ~~World~~of ~~Events~~the outstanding Series A Preferred Stock and Series C Preferred Stock could substantially dilute your investment and adversely affect the market price of our common stock.

As of March 31, 2024, the Series A Preferred Stock are convertible into an aggregate of 3,100,000 shares of common stock. The Series C Preferred Stock are convertible into an aggregate of 3,220,000 shares of common stock.

In addition, sales of a substantial number of shares of common stock issued upon the conversion or exercise, as applicable, of the outstanding Series A Preferred Stock, Series C Preferred Stock, or even the perception that such sales could occur, could adversely affect the market price of our common stock. The conversion or exercise of such securities could result in dilution in the interests of our other stockholders and adversely affect the market price of our common stock.

Sales of a substantial amount of common stock in the public market or the perception that these sales could occur, could cause the market price of common stock to decline.

Sales of a substantial number of shares of common stock in the public market or the perception that these sales might occur could cause the market price of common stock to decline. In addition, we may file a registration statement to register shares reserved for future issuance under our equity compensation plans. Subject to the satisfaction of applicable vesting requirements and expiration of the lock-up provisions referred to above, the shares issued upon exercise of outstanding stock options would be available for immediate resale in the open market.

A decline in the price of common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of common stock could result in a reduction in the liquidity of the common stock and a reduction in our ability to raise capital. A decline in the price of common stock could be especially detrimental to our liquidity, operations and strategic plans. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new products and services and continue current operations. If our common stock’s price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

We will be required to raise additional capital in order to develop our technology and scale our operations. However, we may be unable to raise additional capital needed to fund and grow our business.

We will need additional capital to scale our operations. We will not be able to continue product development and our commercial deliveries if we cannot raise additional debt and/or equity financing.

We may not be able to increase our capital resources by engaging in additional debt or equity financings. Even if we complete such financings, they may result in dilution to our existing investors and include additional rights or terms that may be unfavorable to our existing investor base. These circumstances could materially and adversely affect our financial results and impair our ability to achieve our business objectives. Additionally, we may be required to accept terms that restrict our ability to incur additional indebtedness or take other actions (including terms that require us to maintain specified liquidity or other ratios) that would otherwise be in the best interests of our stockholders.

Even if the Board approves a reverse stock split of our common stock at the currently approved ratio, we cannot assure you that the market price of our common stock will remain high enough for such reverse split to have the intended effect of complying with the minimum bid price requirement of The Nasdaq Stock Market LLC (“Nasdaq”).

In connection with this offering and the potential uplist of our common stock to Nasdaq, we intend to effect a reverse stock split of our common stock, subject to approval by the Financial Industry Regulatory Authority (“FINRA”) at the currently approved ratio to allow us to obtain Nasdaq approval of our initial listing application to list our common stock on Nasdaq. Even if the Board approves a reverse stock split of our common stock at the currently approved ratio, there can be no assurance that the market price of our common stock following the reverse stock split will remain at the level required for continuing compliance with that requirement. It is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market price of our common stock declines following the effectuation of the reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split. In any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and thus jeopardize our ability to meet or maintain the Nasdaq’s minimum bid price requirement or other listing requirements of Nasdaq.

Risks Related to Current World Events

An escalation of the current war in Ukraine, generalized geopolitical conflict in Europe, or the emergence of conflict elsewhere, may adversely affect our business.

An escalation of the current war in Ukraine, generalized conflict in Europe, or the emergence of conflict elsewhere may adversely affect our business if the U.S. capital markets become risk averse for a prolonged period of time, and/or there is a general slowdown in the global economy.

2224

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We have processes for assessing, identifying and managing cybersecurity risks, which are built into our information technology function and are designed to help protect our Company from cyber threats as well as secure our networks and systems. Such processes include safeguards, response plan, and review of our policies and procedures to identify risks.

Governance

As we currently do not have an audit committee or compensation committee, our Chief Executive Officer and Chief Financial Officer are responsible for overseeing cybersecurity risk and periodically updates our Board of Directors on such matters. The Board of Directors receives periodic updates from management regarding cybersecurity matters, and are notified between such updates regarding any significant new cybersecurity threats or incidents. We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy, results of operations or financial condition.

Our management provides operational oversight of company-wide cybersecurity strategy, policy, and standards across relevant departments to assess and help prepare us to address cybersecurity risks.

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. For additional information regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” in this Annual Report.

ITEM 2. PROPERTIES

The following table provides information about our material facilities:

Location	Type of Facility	Leased/Owned	Sq. Feet
Plano, Texas	Corporate Headquarters	Leased		5,560
Addison, Texas	Distribution Center	Leased		11,100
Lindon, Utah	Office Building	Owned		25,800
Seoul, South Korea	Asian Office	Leased		2,612

In March 2022, the Company entered into a 7-year lease for its current Corporate Headquarters in Plano, Texas. The Company relocated to its current headquarters during the second quarter of its fiscal year 2023.

In June 2021, the Company commenced operations in Seoul, South Korea in a facility subleased from HWH World, Inc. (“HWH World”), a subsidiary of DSS and a company affiliated with Heng Fai Ambrose Chan, a Director of the Company. In May 2022, the Company and HWH World amended the related sublease agreement to reduce the space subleased by the Company and to reduce the related rent obligation. As of March 31, 2024 and 2023, the agreement constitutes a month-to-month arrangement.

During the fiscal years ended March 31, 2023, and 2022, a significant portion of the Company’s products were warehoused at a facility operated by a third-party warehouse and logistic partner located in Addison, Texas. That facility is not listed on the table above and is not owned or leased by the Company.

ITEM 3. LEGAL PROCEEDINGS

We may be involved, from time to time, in claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of these matters. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, cash flows or results of operations.

We are subject to several U.S. federal, state and local laws and regulations. These laws and regulations govern, among other things, labor relations, the labeling and safety of the products we sell, and the methods we use to sell these products. We believe that we are in material compliance with all such laws and regulations, although no assurance can be provided that this will remain true indefinitely in the future.

~~(a)~~ Case No. 4:20-cv-00946; Dennis Burback, Ken Eddy and Mark Andersen v. Robert Oblon, Jordan Brock, Jeff Bollinger, Four Oceans Global, LLC, Four Oceans Holdings, Inc., Alchemist Holdings, LLC, Elepreneurs U.S., LLC, Elevacity U.S., LLC, Sharing Services Global Corporation, Custom Travel Holdings, Inc., and Does 1-5, pending in the United States District Court for the Eastern District of Texas. On December 11, 2020, three investors in Four Oceans Global, LLC filed a lawsuit against the Company, its affiliated entities, and other persons and entities related to an investment made by the three Plaintiffs in 2015. The Company and its affiliated entities filed an answer denying the three investors’ claims. Plaintiffs filed a First Amended Complaint on October 14, 2021. The Company and its affiliated entities responded in November 2021 by filing a Motion to Dismiss the claims contained in the Amended Complaint. The Motion was granted on July 20, 2022, by Court Order dismissing with prejudice the Company and all affiliated entities from the lawsuit. In early August 2022, Plaintiffs on their own motion moved to dismiss all claims against the remaining parties in the case to enable the Order of Dismissal to become an appealable, final Order. On September 7, 2022, Plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Fifth Circuit. The Plaintiffs filed their Proposed Sufficient Brief of Appellants with the Fifth Circuit on January 2, 2023. The Company filed e a Response Brief on February 22, 2023. The appeal is still pending as of March 31, ~~2023~~2024.

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

(c) Case No. 429-01137-2022; Elevacity U.S., LLC d/b/a The Happy Co. and Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC v. Mark Willodson, Judy Willodson and Valentus, Inc., pending in the 429th Judicial District Court of Collin County, Texas. On March 9, 2022, the Company filed suit against a competitor and former distributors. On March 9, 2022, the Company filed suit against a competitor and former distributors. An Agreed Temporary Injunction was entered by the Court against the Willodsons in April 2022. On April 4, 2023, this legal proceeding was settled between the parties. (d) Case No. 4:22-cv-00042; Elevacity U.S., LLC d/b/a The Happy Co. and Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC v. Brian Christopher Schweda, Jr., pending in the United States District Court for the Eastern District of Texas. On January 20, 2022, the Company filed suit against a former distributor. The Defendant filed two motions to dismiss. The Court entered an Order recently denying Defendant’s motion to dismiss for lack of jurisdiction over the Defendant in Texas. As of December 31, 2022, Defendant’s motion to dismiss Plaintiff’s claim of tortious interference remains pending. Regardless of the outcome of that pending motion, the case will move forward with breach of contract claims against the Defendant. On April 10, 2023, this legal proceeding was settled between the parties. (e) Case No. 9:22-cv-00146; Travel Gig, LLC and Happitravel, LLC v. Sharing Services Global Corporation, SHRG IP Holdings, LLC; Global Travel Destinations, LLC., and Does 1-25, pending in the United States District Court for the District of Montana. On September 7, 2022, Plaintiffs filed a lawsuit against the Company and two affiliated entities alleging trademark infringement concerning the Company’s affiliated travel entity. Plaintiffs filed a motion seeking a Preliminary Injunction and the Court set a hearing on the motion for November 1, 2022. On December 30, 2022 the Plaintiffs filed a status report to the Court that a settlement had been reached. On February 2, 2023 the Parties filed a Joint Motion for Dismissal. The Court entered a Dismissal with Prejudice on February 6, 2023. (f) Case No. 4:22-cv-00047; Elevacity U.S., LLC d/b/a The Happy Co. and Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC v. Kimberley McLean, pending in the United States District Court for the Eastern District of Texas. On January 20, 2022, the Company filed suit against a former distributor. On April 10, 2023, this legal proceeding was settled between the parties.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

2425

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market ~~for the Company’s Common Stock~~Information

~~(a)~~Our -Common Stock is not listed on any securities exchange and is quoted on the OTC Pink Market ~~Information~~under the symbol “SHRG” because our Common Stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is currently no established public trading market for our Common Stock.

The ~~principal~~following ~~U.S.~~table ~~market~~reflects the high and low closing sales information for our Common Stock isfor ~~the~~each ~~OTCQB~~fiscal ~~Market,~~quarter anduring ~~over-~~the~~-counter~~ ~~trading~~fiscal ~~platforms~~years ended ~~market~~March ~~operated~~31, by2024 ~~OTC~~and ~~Markets Group Inc~~2023. ~~Readers~~This ~~should~~information bewas ~~aware~~obtained ~~that~~from ~~over-the-counter~~OTC ~~market~~Pink ~~quotations~~Market ~~reflect~~and reflects inter-dealer prices, without retail mark-up, mark-down or ~~commissions~~commission and may not necessarily represent actual transactions.

Our Common Stock is traded under the symbol “SHRG.” Sharing Services, Inc.’s Common Stock commenced trading on March 7, 2017, under the symbol SHRV. In January 2019 the Company changed its corporate name to Sharing Services Global Corporation, as discussed elsewhere in this Annual Report. In connection with the name change, effective April 4, 2019, the Company’s Common Stock commenced trading under the symbol SHRG.

	HIGH		LOW
Fiscal Year Ended March 31, 2024:
First Quarter	$	0.0205	$	0.0012
Second Quarter	$	0.0076	$	0.004
Third Quarter	$	0.0046	$	0.002
Fourth Quarter	$	0.004	$	0.0012

(b) - Holders

	HIGH		LOW
Fiscal Year Ended March 31, 2023:
First Quarter	$	0.038	$	0.024
Second Quarter	$	0.037	$	0.022
Third Quarter	$	0.0355	$	0.015
Fourth Quarter	$	0.0251	$	0.013

~~As of June 21, 2023, there were 473 stockholders of record of our Common Stock.~~Holders

~~(c)~~As -of ~~Dividends~~June 24, 2024, there were 476 stockholders of record of our Common Stock.

Dividends

We have not declared or paid dividends at any time during our past two fiscal years. We currently anticipate that we will retain future earnings to support reinvestments in our business and our growth plans. Any payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon, among other things, future operating earnings and cash flows, future capital requirements, contractual restrictions (including those contained in the agreements and instruments governing our debt and the Certificates of Designation of our convertible Preferred Stock) and general business conditions.

~~(d)~~ Securities Authorized for Issuance Under Equity Compensation Plans

The information contained under the caption “Equity Compensation Plans” in ITEM 12 – “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS” is incorporated herein by reference.

Penny Stock Regulations

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

In the month ended February 28, 2022, the Company issued 50,000,000 shares of its Class A Common Stock in connection with the exercise of warrants by DSS, Inc., a majority shareholder of the Company. The proceeds from these stock issuances were used for general corporate purposes.

On June 15, 2022, the Company together with DSS, Inc. and Decentralized Sharing Systems, Inc. (“DSSI”), entered into an agreement pursuant to which the Company issued: (a) a two-year convertible, advancing promissory note in the principal amount of $27.0 million in favor of DSSI and (b) a detachable warrant to purchase up to 818,181,819 shares of the Company’s common stock at the exercise price of $0.033 per share.

Effective August 31, 2024, the Company issued 26,000 shares of the Company’s Series D Preferred Stock to DSSI in reliance upon the exemption from the registration requirements of the under the U.S. Securities Act of 1933, as amended (the “Act”), pursuant to Section 3(a)(9).

On February 3, 2023, the Company 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 a certain Consulting Agreement among the parties effective as of December 31, 2022. In accordance with the DSS Letter Agreement, the Company also agreed to issue 33,333,333 shares of the Company’s Common Stock in lieu of cash payment to satisfy the accrued and unpaid consulting service fees equal to $700,000 owed to DSS under the Consulting Agreement. See Note 16 – Related Party Transactions in ITEM 8 of this Annual Report for further details.

On February 28, 2023, the Company and DSSI mutually agreed in a Letter Agreement (the “First DSSI Letter Agreement”) to a mutual settlement of the interest accrued on the 2022 Note issued by the Company to DSSI. In accordance with the DSSI Letter Agreement, the Company agreed to issue 26,285,714 shares of the Company’s Common Stock, at a price per share of $0.021 in lieu of cash payment to satisfy the accrued and unpaid interest through and including December 31, 2022, in the amount of $552,000 owed to DSS. See Note 16 – Related Party Transactions in ITEM 8 of this Annual Report for further details.

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 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. Accordingly, the Company issued 25,000,000 shares of the Company’s Class A Common Stock in full satisfaction, exchange and payment for the exchanges and amendments set forth in the Agreement. See Note 13 – Convertible Notes Payable in ITEM 8 of this Annual Report for further details.

In connection with the transactions described in the preceding three paragraphs, no underwriters were involved, there were no proceeds generated (except as indicated in the preceding paragraphs), and the issuances were made in reliance on the exemption from the registration requirements of the Securities Act of 1933 provided under Section 4(a)(2) thereof (except as indicated otherwise).

2527

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

We are a Smaller Reporting Company, as defined in Rule 12b-2 of the Exchange Act. Accordingly, we have omitted the performance graph otherwise required by Item 5 of this Annual Report as permitted by applicable scaled disclosure rules.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~This section~~The ~~reflects~~following management’s ~~views~~discussion and analysis of ~~the consolidated~~ financial condition asand results of ~~March~~operations ~~31,~~should ~~2023,~~be ~~and~~read ~~2022,~~in ~~and~~conjunction ~~the~~with our historical consolidated financial ~~results~~statements ofand ~~operations~~the ~~and~~related ~~changes~~notes. inThis ~~financial~~management’s ~~condition~~discussion ~~for~~and ~~the~~analysis ~~fiscal~~contains ~~year~~forward-looking ~~ended~~statements ~~March~~that ~~31,~~involve ~~2023~~risks and uncertainties, ~~and~~such ~~2022~~as statements of ~~Sharing~~our ~~Services~~plans, ~~Global Corporation~~objectives, expectations and ~~consolidated subsidiaries~~intentions. ~~This~~Any ~~section~~statements ~~should~~that beare ~~read~~not instatements ~~conjunction~~of historical ~~with~~fact ~~the~~are ~~Company’s~~forward-looking ~~audited~~statements. ~~consolidated~~These ~~financial~~ forward-looking statements are subject to risks and ~~related~~uncertainties ~~notes~~that ~~contained~~could incause our ~~ITEM~~actual 8results ofor ~~this~~events ~~Annual~~to ~~Report.~~differ Wematerially ~~believe~~from ~~the~~those ~~COVID~~expressed ~~pandemic~~or isimplied ~~likely~~by tothe ~~have~~forward-looking ~~had~~statements. ~~and~~Factors ~~continues~~that could tocause ~~have~~or acontribute ~~material~~to ~~adverse~~such ~~impact~~differences oninclude, ~~our~~but ~~business,~~are ~~financial~~not ~~condition~~limited to, ~~cash~~those ~~flows,~~identified below and ~~results~~those ofdiscussed ~~operations.~~in ~~See~~section ~~Overview~~Item ~~– “Continuing~~1A. ~~Uncertainty~~“Risk ~~Regarding~~Factors” ~~the~~in ~~COVID~~this ~~Pandemic”~~Annual ~~below~~Report. ~~This~~Except ~~section~~as ~~may~~required ~~contain~~by applicable law we do not undertake any obligation to update our forward-looking statements. ~~See~~to ~~“Cautionary Notice~~reflect ~~Regarding~~events ~~Forward-Looking~~or ~~Statements.”~~circumstances ~~located~~occurring atafter the ~~front~~date of this ~~report~~Annual Report.

Summary Results of Operations:

	Fiscal Year Ended March 31,						Increase			%
	2023			2022			(Decrease)			Change
Net sales	$	16,102,136		$	34,424,314		$	(18,322,178	)		-53.2	%
Gross profit		9,256,670			23,622,443			(14,365,773	)		-60.8	%
Operating expenses		(24,071,575	)		(36,954,618	)		(12,883,043	)		-34.9	%
Operating loss		(14,814,905	)		(13,332,175	)		1,482,730			11.1	%
Non-operating loss, net		(22,870,258	)		(6,810,312	)		16,059,946			235.8	%
Loss before income taxes		(37,685,163	)		(20,142,487	)		17,542,676			87.1	%
Income tax benefit		-			(3,035,990	)		(3,535,990	)		-100.0	%
Net loss	$	(37,685,163	)	$	(17,106,497	)	$	20,578,666			120.3	%

Highlights for the Fiscal Year Ended March 31, 2023:

● For the fiscal year ended March 31, 2023, our consolidated net sales decreased by $18.3 million, to $16.1 million, compared to $34.4 million for the fiscal year ended March 31, 2022, primarily as a result of a decline in consumer orders, a decline in the number of new and continuing active distributors, and the generally adverse impact on consumer buying trends resulting from the COVID pandemic. ● For the fiscal year ended March 31, 2023, our consolidated gross profit decreased by $14.4 million, to $9.3 million, compared to $23.6 million for the fiscal year ended March 31, 2022, and our consolidated gross margin was 57.5% and 69.1%, respectively, primarily as a result of an increase in our provision for expiring, damaged or excess (slow-moving) inventory of $1 .8 million and by aggressive product pricing. ● For the fiscal year ended March 31, 2023, our consolidated operating loss was $14.8 million compared to $13.3 million for the fiscal year ended March 31, 2022.

● For the fiscal year ended March 31, 2023, our consolidated net non-operating expenses were $22.9 million compared to $6.8 million for the fiscal year ended March 31, 2022, primarily as a result of higher losses on impairment of assets, higher unrealized losses on investment in unconsolidated entities, and lower gains on employee warrants liability in connection with certain stock-based awards. ● For the fiscal year ended March 31, 2023, our consolidated net loss was $37.7 million, compared to $17.1 million for the fiscal year ended March 31, 2022. Our diluted loss per share was $0.14 for the fiscal year ended March 31, 2023, compared $0.08 for the fiscal year ended March 31, 2022. ● For the fiscal year ended March 31, 2023, our consolidated net cash used in operating activities was $8.7 million compared to $15.2 million for the fiscal year ended March 31, 2022. ● In April 2021, Sharing Services borrowed $30.0 million from Decentralized Sharing Systems, Inc. (“DSSI”), a subsidiary of DSS, Inc. (“DSS”), and, together with DSS, then a majority shareholder of the Company. ● In June 2022, Sharing Services issued a Convertible Promissory Note in the principal amount of $27.0 million in favor of DSSI (the “2022 Note”), among other things, and rescinded the April 2021 Convertible Promissory Note in the principal amount of $30.0 million issued in connection with the loan discussed in the preceding item. ● In February 2023, Sharing Services issued 33,333,333 shares of the Company’s Common Stock to DSS in connection with the February 2023 agreement between the Company and DSS to terminate the January 2022 consulting agreement between the parties. ● In February 2023, Sharing Services issued 26,285,714 shares of the Company’s Common Stock to DSSI in lieu of cash payment to satisfy the accrued and unpaid interest through and including December 31, 2022, in the amount of $552,000, owed to DSSI in connection with the 2022 Note. ● In March 2023, Sharing Services issued 25,000,000 shares of the Company’s Class A Common Stock to DSS and its affiliate in connection with the Securities Exchange and Amendment Agreement dated March 24, 2023, pursuant to which the parties agreed to amend the 2022 Note by removing the conversion rights granted by the 2022 Note and to rescind certain stock warrants to purchase shares of the Company’s Common Stock. ● In April 2023, Sharing Services issued 28,877,005 shares of the Company’s Common Stock to DSSI in lieu of cash payment to satisfy the accrued and unpaid interest from January 1, 2023, through and including March 31, 2023, in the amount of $540,000, owed to DSSI in connection with the 2022 Note. ● In May 2023, DSS and DSSI distributed, in the aggregate, 280,528,500 shares of SHRG they then held to the shareholders of DSS, Inc. and DSS ceased to be a majority shareholder of the Company.

Overview

Summary Description of Business

Sharing Services Global Corporation and subsidiaries ~~(“Sharing Services”, “we,” or the “Company”)~~ aim to build shareholder value by developing or acquiring businesses and technologies that increase the Company’s product and services portfolio, business competencies, and geographic reach.

Currently, the Company markets and distributes its health and wellness products primarily in the U.S., ~~Canada~~ and ~~Mexico~~Canada, and delivers its member-based ~~travel~~ travel services, primarily in the U.S., using a direct selling business model. The Company markets its health and wellness products through its proprietary website: www.thehappyco.com; and its member-based travel services using www.mytravelventures.com. Currently, the Company is in the process of revamping its subscription-based travel services and plans to relaunch it in November 2024.

Sharing Services was originally incorporated in the State of Nevada under the name Sharing Services, Inc. on April 24, 2015.

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

Corporate Name Change

In January 2019, Sharing Services, Inc. changed its corporate name to Sharing Services Global Corporation to better reflect the Company’s strategic intent to grow its business globally. In connection with the name change, the Company adopted the trading symbol SHRG effective April 4, 2019. Prior to this the Company’s Common Stock traded under the trading symbol SHRV.

Change of Fiscal Year

In March 2021, Sharing Services changed its fiscal year-end from a fiscal year ending on April 30th to a fiscal year ending on March 31st. In connection with this change, the Company decided not to restate the information reported for prior accounting periods, because: (a) the Company’s businesses are not inherently seasonal, (b) the change in fiscal years did not otherwise materially distort comparability of the Company’s results of operations and cash flows, and (c) the cost to restate the data reported for prior periods outweighs the usefulness of such restated data.

Strategic Growth Initiatives

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

~~Continuing~~Summary ~~Uncertainty~~Results ~~Regarding~~of ~~the COVID Pandemic~~ Operations:

We believe the actual impact of the COVID pandemic, and/or actions taken to contain the spread of the virus, have had and continue to have an adverse impact on the economies in the geographies we serve. Consumer demand for discretionary products such as ours is sensitive to significant downturns in the economy, increases in unemployment or decreases in perceived employment security, and decreases in consumer sentiment in general.

	Fiscal Years Ended March 31,
	2024			2023			Increase (Decrease)			% Change
Net sales	$	10,878,242		$	16,102,136		$	(5,223,894	)		-32.4	%
Gross profit		7,045,265			9,256,670			(2,211,405	)		-23.9	%
Operating expenses		(11,944,630	)		(24,071,575	)		12,126,945			-50.4	%
Operating loss		(4,899,365	)		(14,814,905	)		9,915,540			-66.9	%
Non-Operating loss, net		(1,812,172	)		(22,870,258	)		21,058,086			-92.1	%
Loss before income taxes		(6,711,537	)		(37,685,163	)		30,973,626			-82.2	%
Income tax (benefit) expense		-			-			-			0.0	%
Net loss	$	(6,711,537	)	$	(37,685,163	)	$	30,973,626			-82.2	%

In efforts to protect our customers, distributors, employees, and other business partners, in 2020, we instituted several preventive measures, including temporarily transitioning a significant number of our corporate employees to working remotely, and transitioning our sales conventions to a virtual convention platform. While these temporary measures have substantially been relaxed or fully reversed at the time of this Annual Report, we believe these necessary, temporary measurements likely had an adverse impact on our business.

As a result of the foregoing, we cannot predict with certainty the scope, duration, and ultimate impact of this public health emergency in the countries where we operate, including its impact on the economy, but we believe these conditions are likely to have had and continue to have a material adverse impact on our business, financial condition, cash flows, and results of operations (including revenues and profitability), and those of our key suppliers.

~~The~~Highlights COVID emergency also may have the effect of exacerbating some of the other risk factors described elsewhere in this Annual Report, including the success of our growth initiatives, our ability to anticipate and effectively respond to changes in consumer preferences and buying trends in a timely manner, our dependence on one supplier for ~~a significant portion of~~ the ~~products~~Fiscal weYear ~~sell,~~Ended ~~potential~~March ~~fluctuations in our quarterly financial performance~~31, our ability to generate sustained, positive cash flows from operations with which to fund our working capital needs, the potential impact on our financial performance from economic slowdowns, our ability to effectively and cost-efficiently respond to any epidemics and other health emergencies, and the potential impact on our business of any disruption in our information technology systems.2024:

~~The Fiscal~~● ~~Year~~For ~~Ended~~the fiscal year ended March 31, 2024, our consolidated net sales decreased by approximately $5.2 million, to approximately $10.9 million, compared to approximately $16.1 million for the fiscal year ended March 31, 2023, ~~Compared~~primarily as a result of a decline in consumer orders, a decline in the number of new and continuing active distributors, and the generally adverse impact on consumer buying trends resulting from the recent increase in consumer good prices in the U.S.. ● For the fiscal year ended March 31, 2024, our consolidated gross profit decreased by $2.2 million, to $7.0 million, compared to $9.3 million for the ~~Fiscal~~fiscal ~~Year~~year ~~Ended~~ended March 31, ~~2022~~2023. However, as a result of our cost reduction initiatives to control our production costs and shipping expenses, we were able to improve our gross margin from approximately 57.5% for the fiscal year ended March 31, 2023 to approximately 64.8% for the year ended March 31, 2024. ● For the fiscal year ended March 31, 2024, our consolidated operating loss was approximately $4.9 million compared to approximately $14.8 million for the fiscal year ended March 31, 2023.

	●	For the fiscal year ended March 31, 2024, our consolidated net non-operating expenses were approximately $1.8 million compared to approximately $22.9 million for the fiscal year ended March 31, 2023, primarily as a result of lower interest expenses and amortization of debt discount associated with borrowings from related party in fiscal 2024.

	●	For the fiscal year ended March 31, 2024, our consolidated net loss was approximately $6.7 million, compared to approximately $37.7 million for the fiscal year ended March 31, 2023. Our basic and diluted loss per share was $0.02 for the fiscal year ended March 31, 2024, compared $0.14 for the fiscal year ended March 31, 2023.

	●	For the fiscal year ended March 31, 2024, our consolidated net cash used in operating activities was $3.8 million compared to $9.0 million for the fiscal year ended March 31, 2023.

	●	In April 2023, Sharing Services issued 28,877,005 shares of the Company’s Common Stock to DSSI in lieu of cash payment to satisfy the accrued and unpaid interest from January 1, 2023, through and including March 31, 2023, in the amount of $540,000, owed to DSSI in connection with the 2022 Note.

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

	●	In January 2024, Sharing Services issued a Convertible Promissory Note in the principal amount of $250,000 to Alset Inc. bears a 10% interest per annum and had an origination fee of $25,000 which is payable in cash or convertible into common shares of the Company at the option of Alset Inc.

	●	In March 2024, Sharing Services entered into a securities purchase agreement with HWH International Inc., whereby the Company issued to HWH a convertible promissory note in $250,000.00 which shall be convertible into 208,333,333 shares of the Company’s common stock at the option of HWH and a common stock purchase warrant agreement which shall be exercisable into up to 208,333,333 shares of the Company’s common stock.

The Fiscal Year Ended March 31, 2024, Compared to the Fiscal Year Ended March 31, 2023

Results of Operations

Net Sales

For the fiscal year ended March 31, ~~2023~~2024, our consolidated net sales decreased by $185.32 million, to $1610.19 million, compared to the fiscal year ended March 31, ~~2022~~2023. The decrease in net sales mainly reflects: (a) continuation of the decline in consumer orders that we experienced since the fiscal year 2020, (b) a decline in independent distributor orders, in the number of new independent distributors and in the number of continuing active distributors, resulting, in part, from recent product reformulations and increased competition for independent distributors, and (c) the generally adverse impact on consumer buying trends resulting from the ~~COVID~~recent ~~pandemic~~increase ~~and~~in ~~actions~~consumer ~~taken~~good ~~to help~~prices ~~mitigate the spread of the virus~~ in the U.S. ~~and Canada.~~ In efforts to restore sales growth, ~~in the past several months,~~ we have developed and launched our new business brand, the “~~The~~ ~~Happy Co TM,~~HCo” ~~at our Elevacity division~~, ~~have accelerated our previously~~ ~~announced initiatives to expand our operations into additional international geographies,~~ and have further intensified our efforts to recruit, develop and reward our distributors and our efforts reach new consumers, including through the continued introduction of new products such as Moji fragrance devices and pods.

WeThe ~~believe~~decrease ~~there~~of ~~has~~$5.2 ~~been~~million ~~and~~in ~~continues~~consolidated tonet besales ~~significant~~is ~~uncertainty~~primarily ~~about~~as ~~the~~a ~~potentially~~result ~~adverse impact~~ of ~~the~~a ~~COVID~~decrease ~~health~~in ~~crisis on~~ the ~~economies~~number ~~and employment markets~~ of ~~several~~comparable ~~countries,~~product ~~including the U.S. and Canada. Please see Overview – “Continuing~~units ~~Uncertainty Regarding the COVID Pandemic” above~~sold.

~~The~~During ~~decrease~~the offiscal ~~$18.3~~years ~~million~~ended inMarch ~~consolidated~~31, ~~net~~2024 ~~sales~~and is2023, ~~primarily~~the asCompany aderived ~~result~~approximately 100% and 99%, respectively, of aits ~~decrease~~consolidated innet sales from the ~~number~~sale of ~~comparable~~its ~~product~~health ~~units~~and ~~sold~~wellness product line.

During the fiscal years ended March 31, 2023 and 2022, the Company derived approximately 99% and 93%, respectively, of its consolidated net sales from the sale of its health and wellness product line.

During the fiscal year ended March 31, 2023, approximately 63% of consolidated net sales were to consumers and approximately 37% of consolidated net sales were to independent distributors. During the fiscal year ended March 31, 2022, approximately 66% of consolidated net sales were to consumers and approximately 34% of consolidated net sales were to independent distributors.

Gross Profit

For the fiscal year ended March 31, ~~2023~~2024, our consolidated gross profit decreased by $142.42 million, to $97.30 million, compared to the fiscal year ended March 31, ~~2022~~2023, and our consolidated gross margin was 5764.58% and 6857.65%, respectively. ~~During~~The ~~the~~improvement ~~fiscal~~in ~~year~~our ~~ended March 31, 2023,~~ gross margin was ~~adversely~~attributed ~~affected~~mainly byto anefforts ~~increase~~to inreduce our ~~provision~~production ~~for~~cost ~~expiring, damaged or excess (slow-moving) inventory of $1.8 million~~ and byshipping ~~aggressive product pricing~~expenses.

Selling and Marketing Expenses

For the fiscal year ended March 31, ~~2023~~2024, our consolidated selling and marketing expenses decreased to $74.01 million, or 4337.47% of consolidated net sales, compared to $177.20 million, or 5043.14% of consolidated net sales for the fiscal year ended March 31, ~~2022~~2023. The decrease of $~~10.~~2 .9 million in consolidated selling and marketing expenses is due to lower sales commissions of $102.51 million (which reflects the decrease in consolidated net sales discussed above), ~~partially~~and ~~offset~~lower ~~by higher sales~~ convention expenses of $~~281,164~~0.7 million.

2930

General and Administrative Expenses

For the fiscal year ended March 31, ~~2023~~2024, our general and administrative expenses (which include corporate employee compensation and benefits, share-based compensation, professional fees, rent and other occupancy costs, certain consulting fees, telephone and information technology expenses, insurance premiums, and other administrative expenses) decreased to $177.18 million, or ~~106~~72.1% of consolidated net sales, compared to $1917.71 million, or 57106.31% of consolidated net sales for the fiscal year ended March 31, ~~2022~~2023. The decrease of $29.63 million in general and administrative expenses was primarily due to ~~lower~~our ~~compensation~~efforts to reduce our overhead and ~~compensation~~discretionary/non-~~related~~essential expenses. ofCompared ~~$3.0~~to ~~million~~fiscal 2023, ~~lower~~we ~~legal~~have reduced our consulting and ~~other~~ professional fees ofby approximately$14.1 0 million majority, ~~lower~~our ~~losses~~compensation onand ~~impairment~~compensation-related ofexpenses ~~notes~~by ~~receivable~~approximately of $02.76 million, ~~and~~legal ~~lower rent~~ and other ~~corporate expenses~~professional fees of approximately $01.5 million, ~~partially~~and ~~offset~~our byrent ~~higher consulting~~ and ~~professional~~other ~~fees~~corporate ofexpenses ~~$2.7~~by ~~million~~approximately ~~(including incremental consulting fees of~~ $20.69 million ~~in connection with a Consulting Agreement with DSS)~~.

Other Expense

For the fiscal year ended March 31, 2024, we recorded a non-cash charge of approximately $87,300 in connection with the issuance of two convertible promissory notes to our related party Alset Inc. and HWH International Inc., representing the change in fair value of embedded derivatives.

Interest Expense, Net

For the fiscal year ended March 31, ~~2023~~2024, interest expense was $21.92 million, excluding amortization of debt discount and deferred financing costs, in the aggregate, of $102.30 million, and interest income of $~~178~~290,~~072~~439. Interest expense of $21.92 million represents primarily interest associated with borrowings under the $27.0 million loan from “DSSI.” See Note 16 of the Notes to Consolidated Financial Statements for more details.

For the fiscal year ended March 31, ~~2022~~2023, interest expense was $2.49 million, excluding amortization of debt discount and deferred financing costs, in the aggregate, of $910.93 million, and interest income of $83178,~~356~~072. Interest expense of $2.49 million represents primarily interest associated with borrowings under the $3027.0 million loan from “DSSI.” See Note 16 of the Notes to Consolidated Financial Statements for more details.

~~Gain on~~Other ~~Employee Warrants Liability~~Income

For the fiscal ~~years~~year ended March 31, ~~2023~~2024, ~~and~~we ~~2022,~~recorded other ~~gains~~income inof ~~connection~~$1.8 ~~with~~million ~~employee~~in ~~warrants~~connection with aour ~~variable~~application ~~exercise~~for ~~price after~~ the ~~service period~~U.S. ~~was~~government ~~completed~~ERTC ~~were~~(employee ~~$173,432~~retention ~~and~~tax ~~$2.5~~credit) ~~million, respectively~~program.

~~Gain~~Loss on Investment and Extinguishment of Debt

~~In June~~For ~~2021,~~the ~~Sharing~~fiscal ~~Services’~~year ~~borrowings~~ended ~~under~~March ~~the~~31, ~~Paycheck~~2024, ~~Protection~~we ~~Program~~recognized ~~features~~a ofloss, ~~the~~before income ~~Coronavirus Aid~~tax, ~~Relief~~of $78,632 in connections with our investment in Stemtech and ~~Economic Security~~a ~~Act~~loss ofon ~~2020~~extinguishment ~~(the~~of ~~“CARES~~debt ~~Act”)~~of ~~were~~$29,752 ~~forgiven~~due ~~pursuant~~mainly to the cancellation ~~CARES~~of ~~Act.~~the ~~The~~DSS ~~Company~~promissory ~~recognized~~note ain ~~gain~~exchange ~~on extinguishment~~ of ~~debt~~Series ofD ~~approximately~~Preferred ~~$1,040,400~~Stock inwith ~~connection therewith~~DSSI.

Realized and Unrealized Gains/ Losses on Investment in Unconsolidated Entities and Marketable Securities

For the fiscal years ended March 31, ~~2023~~2024 and ~~2022~~2023, net realized and unrealized gains/losses in connection with our investment in equity instruments (including investments in unconsolidated entities) were losses of approximately $50.0 ~~million~~ and ~~gains of~~ $35.60 million, respectively. See Note 10 of the Notes to Consolidated Financial Statements for more details.

Realized Loss on Investment in Marketable Securities

For the fiscal years ended March 31, ~~2023~~2024 and ~~2022~~2023, realized loss on investments in marketable securities were $40.90 ~~million~~ and $04.09, respectively.

Impairment Losses on Assets

For the fiscal years ended March 31, 2023 and 2022, impairment losses, before income tax, in connection with our investment in unconsolidated entities and in connection with long-lived assets, in the aggregate, were $0.0 and $1.6 million, respectively.

Other Non-operating Income/Expense, net

For the fiscal year ended March 31, ~~2023~~2024, other non-operating ~~income~~ expense, net, was approximately $~~108~~268,~~200~~500. ~~For~~These ~~the~~amounts ~~fiscal~~consisted ~~year~~primarily ~~ended~~of ~~March~~miscellaneous ~~31,~~account ~~2022, other non~~true-~~operating~~up ~~expense~~amounting ofto ~~approximately~~ $~~211~~367,~~000.~~300 ~~These~~partially offset ~~amounts~~by ~~consisted~~net ~~primarily~~litigation ofsettlement ~~foreign~~recoveries ~~currency transaction gains (losses)~~ of ~~approximately~~ $39100,000 and ~~$(170,000),~~foreign ~~respectively,~~currency ~~and~~transaction ~~net~~gains ~~litigation settlement recoveries (expenses)~~ of approximately $691,~~200 and $(26,000), respectively~~300.

30For the fiscal year ended March 31, 2023, other non-operating income, net, was approximately $108,200. These amounts consisted primarily of foreign currency transaction gains of approximately $39,000 and net litigation settlement recoveries of approximately $69,200.

Income Tax Benefit

During the fiscal ~~year~~years ended March 31, ~~2023,~~2024 ~~the~~and ~~Company recognized income tax benefit of $0.0,net of the impact of the extinguishment of debt on March 24,~~ 2023 ~~. During the fiscal year ended March 31~~, ~~2022,~~ the Company ~~recognized~~did anot ~~current~~recognize ~~federal~~any income tax benefit ~~of $2.1~~ ~~million,~~as ~~including~~ a ~~valuation~~result ~~allowance~~ of ~~$2.1~~its ~~million~~decision ~~placed~~to ~~on certain deferred tax assets being carried forward or projected~~recognize toa ~~reverse~~100% inallowance ~~future~~against ~~years due to~~ the ~~uncertainty of the Company generating sufficient taxable income in the foreseeable future to make realization probable, a~~ deferred ~~income~~ tax ~~benefit~~asset ofrelated ~~$1.0~~to ~~million,~~its ~~and~~net aoperating ~~provision for state and local taxes of $100,569~~loss. See Note 3 - “SIGNIFICANT ACCOUNTING POLICIES” of the Notes to Consolidated Financial Statements in ITEM 8 — “Financial Statements and Supplementary Data” contained elsewhere in this Annual Report for information about the Company’s accounting policies regarding accounting for income taxes.

Net Loss and Loss per Share

As a result of the foregoing, for the fiscal years ended March 31, ~~2023~~2024 and ~~2022~~2023, our consolidated net loss was approximately $376.7 ~~million~~ million and $1737.17 million, respectively. For the fiscal years ended March 31, ~~2023~~2024 and ~~2022~~2023, our diluted loss per share was $0.14 02 and $0.0814, respectively.

Liquidity and Capital Resources

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

Working Capital

We had a deficiency in our working capital of approximately $334.92 million as of March 31, ~~2023~~2024, and working capital of approximately $733.4 9 million as of March 31, ~~2022~~2023.

As of March 31, ~~2023~~2024, and ~~2022~~2023, cash and cash equivalents were $3.0.9 million and $173.0 million, respectively. Based upon the current ~~level~~ level of operations and anticipated investments necessary to grow our business, while we believe that existing cash balances and anticipated funds from operations ~~will~~may ~~likely~~ be sufficient to meet our working capital requirements over the next 12 months~~. However~~, ~~when~~we ~~needed~~will ~~to compensate~~need ~~for any temporary fluctuations in our working capital needs, compared~~ to ~~our operating cash flows, we may~~ obtain ~~occasional~~ additional financing through the issuance of equity securities and ~~secured and unsecured debt, including borrowings under~~ convertible ~~notes~~promissory ~~and short-term financing arrangements~~notes. Please see ITEM 1A – “RISK FACTORS” - “Our ability to generate sustained positive cash flows from operations or to obtain additional financing, if needed, with which to fund our working capital needs, including servicing or refinancing our debt, now and in the future.”

Historical Cash Flows

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

3132

The following table shows our cash flow activities for the fiscal year ended March 31, ~~2023~~2024, compared to the fiscal year ended March 31, ~~2022~~2023:

	Fiscal Year Ended March 31
	Fiscal Years Ended March 31,
	2023			2022			Increase (Decrease)
	2024			2023			Increase (Decrease)
Net cash used in operating activities	$	(93,~~025~~729,~~388~~443	)	$	(159,~~226~~025,~~654~~388	)	$	(65,~~201~~295,~~266~~945	)
Net cash used in investing activities		~~(6,830,094~~-	)		(126,~~843~~830,~~757~~094	)		(6,~~013~~830,~~663~~094	)
Net cash provided by financing activities		1,~~918~~675,~~706~~251			321,~~978~~918,~~607~~706			(31243,~~059,901~~455	)
Impact of currency rate changes in cash		(9146,~~605~~487	)		(2991,~~339~~605	)		62(45,~~266~~118	)
Net increase (decrease) in cash and cash equivalents	$	(14,028,381	)	$	4,878,857		$	(18,907,238	)
Net decrease in cash and cash equivalents	$	(2,100,679	)	$	(14,028,381	)	$	(11,927,702	)

Net Cash Used in Operating Activities

Net cash used in operating activities decreased by $65.23 million, to $93.0 7 million, for the fiscal year ended March 31, ~~2023~~2024, compared to the fiscal year ended March 31, ~~2022~~2023. The $65.23 million decrease was due to net changes in operating assets and liabilities of $98.9 million, partially offset by an increase in our operating loss of $3.36 million, excluding non-cash items, such as depreciation and amortization, stock-based compensation expense, provision for obsolete inventory losses, amortization of debt discount, gains (losses) on investments in unconsolidated entities and losses on impairment of notes receivable and other assets, and deferred income taxes.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $6.08 million, to $60.~~8 million~~0, for the fiscal year ended March 31, ~~2023~~2024, compared to the fiscal year ended March 31, ~~2022~~2023. The $6.0 million decrease was primarily due to lower capital expenditures of $8.1 million (including the impact of the purchase of our Lindon, Utah building of $8.9 million in the fiscal year ended March 31, 2022), lower payments for investments in unconsolidated entities of $2.5 million, and lower payments for notes receivable of $266,198. This decrease was partially offset by net purchases of marketable securities of $4.9 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities decreased by $310.12 million, to $1.67 million for the fiscal year ended March 31, ~~2023~~2024, compared to the fiscal year ended March 31, ~~2022~~2023. The $~~31.~~1.7 million ~~decrease~~represents ~~was mainly due to lower net~~ proceeds from ~~borrowings~~note ~~under~~payable ~~promissory notes~~ of $~~19.~~1.2 million ~~(including~~in ~~the~~connection with ~~impact~~ERTC ofand ~~borrowings of~~ $~~30.~~0.5 million ~~from DSSI in the fiscal year ended March 31, 2022), higher repayments~~ of ~~borrowings~~convertible ~~under~~ promissory notes ~~of $8.2 million, lower proceeds~~ from ~~issuances~~Alset ~~of common stock of $3.1 million,~~ and ~~payment in connection settlement agreement of approximately $1~~HWH.~~0 million in the fiscal year ended March 31, 2023.~~

~~Impact of Currency Rate Changes in Cash~~33

Prior to April 2021, substantially all consolidated net sales were denominated in U.S. dollars. Effective April 1, 2021, the Company’s consolidated financial statements reflect the operation of our wholly owned subsidiaries operating in the Asia Pacific region. See Note 3 - “SIGNIFICANT ACCOUNTING POLICIES” of the Notes to Consolidated Financial Statements contained elsewhere in this Annual Report for information about our translation of foreign currency financial statements.

Potential Future Acquisitions

The Company intends to further grow its business by pursuing a multipronged growth strategy, which includes increasing the number of product offerings in the U.S. and Canada, expanding its geographic footprint primarily in the Asia Pacific region, and expanding its line of consumer travel services. This growth strategy may also include the use of strategic acquisitions, subject to the approval of the Company’s Board of Directors, of businesses that augment the Company’s product and services portfolio, business competencies and geographic reach. Such potential acquisitions and purchases of equity interests are expected to be funded with cash and cash equivalents, cash provided by operations, and issuance of equity securities and debt, including convertible debt. See “Short-term Borrowings and Convertible Notes” below.

Recent Issuances of Equity Securities

● In February 2023, Sharing Services issued 26,285,714 shares of the Company’s Common Stock to DSSI in lieu of cash payment to satisfy the accrued and unpaid interest through and including December 31, 2022, in the amount of $552,000, owed to DSSI in connection with the 2022 Note. ● In February 2023, Sharing Services issued 33,333,333 shares of the Company’s Common Stock to DSS in connection with the February 2023 agreement between the Company and DSS to terminate the January 2022 consulting agreement between the parties. ● In March 2023, Sharing Services issued 25,000,000 shares of the Company’s Common Stock to DSS and its affiliate in connection with the Securities Exchange and Amendment Agreement dated March 24, 2023, pursuant to which the parties agreed to amend the 2022 Note by removing the conversion rights granted by the 2022 Note and to rescind certain stock warrants to purchase shares of the Company’s Common Stock. ● In April 2023, Sharing Services issued 28,877,005 shares of the Company’s Common Stock to DSSI in lieu of cash payment to satisfy the accrued and unpaid interest from January 1, 2023 through and including March 31, 2023, in the amount of $540,000, owed to DSSI in connection with the 2022 Note.

~~Short-term~~ Borrowings via ~~and~~ Convertible Notes

Borrowing Under Financing Arrangements (Notes Payable)

In May 2020, the Company applied for and was granted a loan (the “PPP Loan”) by a commercial bank in the amount of $1,040,400, pursuant to the Paycheck Protection Program features of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”). The Company’s borrowings under the PPP Loan were eligible for loan forgiveness under the provisions of the CARES Act. In June 2021, the Company was formally notified by the lender that the Company’s obligations under the loan were forgiven effective May 25, 2021.

In May 2022, Linden Real Estate Holdings, LLC, a wholly owned subsidiary of the Company, American Pacific Bancorp, Inc. (“APB”), and the Company entered a term sheet pursuant to which APB agree to extend a loan to the Company for approximately $5.7 million. The loan would bear interest at 8%, mature on June 1, 2024, and be secured by a first mortgage interest on the Company’s Lindon, Utah office building. APB is a subsidiary of DSS. Heng Fai Ambrose Chan, Frank D. Heuszel and John “JT” Thatch, each a Director of the Company, also serve on the Board of Directors of DSS, and Messrs. Chan and Heuszel also serve on the Board of Directors of APB.

Convertible Notes Payable

InOn ~~April~~January ~~2021~~17, 2024, the Company ~~and~~executed ~~Decentralized~~a ~~Sharing~~convertible ~~Systems~~promissory note for $250,000 with Alset Inc., a Texas corporation (“~~DSSI~~Alset”) and ~~who,~~a ~~together~~shareholder ~~with~~of ~~its~~the ~~parent,~~Company ~~DSS,~~in ~~Inc.~~an aggregate principal amount of $250,000, ~~was~~for ~~then~~ a ~~majority~~purchase ~~shareholder~~price of $250,000 (the ~~Company~~“Alset Note”). The Alset Note bears interest at 10% per annum, ~~entered~~paid ~~into~~quarterly ain ~~Securities~~cash ~~Purchase~~or ~~Agreement~~at ~~pursuant~~the tooption ~~which~~of the ~~Company~~holder, ~~issued:~~shares of common stock of the Company (athe “Common Stock”). aThe ~~Convertible Promissory~~Alset Note contains an origination fee of $25,000 payable in cash or at the ~~principal~~option ~~amount~~of the holder may be convertible into shares of ~~$30~~Common Stock upon the maturity date.0 ~~million~~The maturity date and related accrued interest is the earliest of (i) six months from the ~~“Note”~~date of issuance; (ii) inthe ~~favor~~acceleration of ~~DSSI,~~the ~~and~~Alset Note upon an occurrence of an event of default (bas defined in the Alset Note); a(iii) ~~detachable~~the ~~Warrant~~third tobusiness ~~purchase up~~day toafter ~~150,000,000~~the ~~shares~~holder has delivered the Company a written demand for payment of the Alset Note; or (iv) upon the Company’s ~~Class~~successful Alisting ~~Common~~on The Nasdaq Stock Market LLC. Alset may, at ~~$0.22~~its ~~per~~option, ~~share~~at any time during the term of the Alset Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On ~~June~~March 1518, ~~2022~~2024, the Company ~~and DSSI~~ entered into a ~~Securities~~securities ~~Purchase~~purchase ~~Agreement~~agreement (the “March HWH SPA”) with HWH International Inc., a Delaware corporation (“HWH”), pursuant to which the Company issued: and sold to HWH (ai) a ~~Convertible~~convertible ~~Promissory~~promissory note (the “March HWH Note”) in ~~the~~an aggregate principal amount of $~~27.0~~250,000, ~~million~~convertible ~~(the~~into ~~“2022~~208,333,333 ~~Note”)~~shares ~~in favor~~ of ~~DSSI~~Common Stock and (bii) a ~~detachable~~warrant (the “March HWH Warrant”) toexercisable ~~purchase~~into up to ~~818~~208,~~181~~333,~~819~~333 shares of ~~the~~Common ~~Company’s~~Stock ~~Class~~for Aan ~~Common~~aggregate ~~Stock~~purchase (price of $250,000. The exercise price of the “March HWH Warrant~~”), at~~ is $0.~~033~~0012 ~~per~~and ~~share.~~expires Atfive ~~any~~years ~~time~~from ~~during~~ the ~~term~~date of ~~the~~issuance. ~~2022~~The March HWH Note, bears ~~all~~interest orat ~~part~~6% ofper ~~the~~annum ~~Note~~and ~~was~~has ~~convertible~~a ~~into~~commitment upfee toof ~~818~~$15,~~181~~000. The March HWH Note,~~819~~ ~~shares of~~together ~~the~~with ~~Company’s~~any ~~Class~~accrued Ainterest ~~Common~~reduced ~~Stock~~by any unamortized prepaid interest shall, at the ~~option~~discretion of ~~the~~HWH, ~~holder.~~shall Ineither ~~connection~~be ~~with~~repaid ~~the~~in ~~SPA,~~cash ~~DSSI~~and/or ~~surrendered~~converted tointo ~~the~~shares ~~Company~~of Common ~~all~~Stock ~~DSSI’s~~at ~~rights~~a ~~pursuant~~conversion torate of $0.0012 per share; due and payable in full on the earliest of: (ai) the ~~Convertible~~third ~~Promissory~~anniversary of the March HWH Note; in(ii) the ~~principal~~acceleration ~~amount~~of the March HWH Note upon the occurrence of ~~$30.0~~an ~~million~~event ~~discussed~~of default (as defined in the ~~preceding paragraph,~~March ~~and~~HWH Note); or (biii) on the ~~detachable~~fifth ~~Warrant~~business today ~~purchase~~after upHWH tohas ~~150,000,000~~delivered ~~shares~~to of the Company’s ~~Class~~a Awritten ~~Common~~demand ~~Stock~~for ~~discussed in~~payment of the ~~preceding~~March ~~paragraph~~HWH Note. InHWH ~~March~~may, ~~2023~~at its option, ~~the~~at ~~parties~~any ~~entered~~time ~~into~~during athe ~~Securities~~term ~~Exchange~~of ~~and~~the ~~Amendment~~March ~~Agreement~~HWH ~~pursuant~~Note, toredeem ~~which~~a ~~the parties~~portion ~~agreed~~or toall ~~amend~~amounts ~~the~~of ~~2022~~outstanding ~~Note~~principal byamount, ~~removing~~without ~~the~~incurring penalties, ~~conversion~~additional ~~rights~~interest, ~~granted~~or byother ~~the~~fees ~~2022~~or ~~Note~~charges.

33On May 9, 2024, the Company entered into a securities purchase agreement (the “May HWH SPA”) with HWH whereby the Company issued to HWH a convertible promissory note (the “May HWH Note”) in an aggregate principal amount of $250,000, for a purchase price of $250,000. The May HWH Note bears interest at 8% per annum, contains a commitment fee of $20,000, and at the option of HWH, convertible into 208,333,333 shares of Common Stock. The May HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or convert into shares of Common Stock of the Company at a conversion rate of $0.002 per share; due and payable in full on the earliest of: (i) the third anniversary of the May HWH Note; (ii) the acceleration of the May HWH Note upon the occurrence of an event of default (as defined in the May HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the May HWH Note. The Company may, at its option, at any time during the term of the May HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

InOn ~~February~~June ~~2023~~6, 2024, the Company entered into a securities purchase agreement (the “June HWH SPA”) with HWH whereby the Company issued 26to HWH a convertible promissory note (the “June HWH Note”) in an aggregate principal amount of $250,~~285~~000,~~714~~ ~~shares~~for a purchase price of ~~the~~$250,000. ~~Company’s~~The ~~Common~~June ~~Stock~~HWH toNote ~~DSSI~~bears ininterest ~~lieu~~at 8% per annum and contains a commitment fee of ~~cash~~$20,000. ~~payment~~The toJune ~~satisfy~~HWH ~~the~~Note, together with any accrued ~~and~~interest, ~~unpaid~~reduced by any unamortized prepaid interest ~~through~~shall, ~~and~~at ~~including~~the ~~December~~discretion 31of HWH, ~~2022~~either be repaid in cash and/or converted into 2,500,000,000 shares of Common Stock at a conversion rate of $0.0001 per share; due and payable in full on the ~~amount~~earliest of: ~~$552~~(i) the third anniversary of the June HWH Note; (ii) the acceleration of the June HWH Note upon the occurrence of an event of default (as defined in the June HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the June HWH Note. The Company may,~~000~~ at its option, ~~owed~~at toany ~~DSSI~~time induring ~~connection~~the ~~with~~term of the ~~2022~~June HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

InOn ~~April~~June ~~2023~~19, 2024, the Company ~~issued~~and ~~28,877,005~~HWH ~~shares~~entered ofinto ~~the~~an ~~Company’s~~addendum ~~Common~~to ~~Stock~~the toJune ~~DSSI~~HWH inSPA ~~lieu~~and ofJune ~~cash~~HWH ~~payment~~Note to ~~satisfy~~amend: (i) the ~~accrued and~~number ~~unpaid~~of ~~interest~~shares of ~~between~~Common ~~January~~Stock 1,convertible ~~2023,~~under ~~through~~the ~~and~~June ~~including~~HWH ~~March~~Note ~~31,~~from ~~2023~~2, ~~in the amount of $540~~500,000, ~~owed~~ to ~~DSSI~~125,000,000; ~~owed~~and to(ii) ~~DSSI in~~the ~~connection~~conversion ~~with~~rate ~~the~~from ~~2022~~$0.0001 ~~Note~~to $0.002.

As of March 31, 2023, the Company’s notes payable outstanding are not convertible.

Capital Resources

During the two fiscal years in the period ended March 31, ~~2023~~2024, the Company did not have material commitments for capital expenditures. ~~During~~ During the fiscal year ended March 31, ~~2023~~2024, and ~~2022~~2023, our consolidated capital expenditures were approximately $10.29 million and $01.42 million, respectively, primarily consisting of the purchase of furniture and fixtures, computer equipment and software, and leasehold improvements in the ordinary course of our business.

In addition, in the fiscal year ended March 31, 2022, consolidated capital expenditures include our purchase, through one of our subsidiaries, of an office building in Lindon, Utah for $8,942,640.

Cash Requirements from Known Contractual and Other Obligations

As of March 31, 2023, the Company’s contractual obligations consist of (a) future principal and interest payments in the aggregate amount of $29.5 million in connection with the Company’s debt and (b) obligations associated with Type B leases (as defined by Accounting Standards Codification (“ASC”) Topic 842, Leases) of $746,600. See Note 14 – “LEASES” of the Notes to Consolidated Financial Statements contained in Item 8 — “Financial Statements and Supplementary Data” of this Annual Report for more details about the Company’s leases.

As discussed above, on June 15, 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock (the “Warrant”), at $0.033 per share. At any time during the term of the 2022 Note, all or part of the Note was convertible into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. In March 2023, the parties entered into a Securities Exchange and Amendment Agreement pursuant to which the parties agreed to amend the 2022 Note by removing the conversion rights granted by the 2022 Note.

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

Critical Accounting Estimates

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at each balance sheet date, reported amount of revenues and expenses for each reporting period presented, and related disclosures of contingent liabilities. Actual results may differ from these estimates. We believe the Company’s estimates and assumptions are reasonable.

Our critical accounting estimates relate to the valuation of inventory, the assessment of long-lived assets for impairment, the ~~valuation of share-based compensation awards, the~~ assessment of loss contingencies, and income taxes.

Valuation of Inventory - Our inventory is stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method, or net realizable value. Determining the net realizable value of inventory involves the use of judgment. In assessing the net realizable value of inventory, we consider factors including estimates of the future demand for our products, historical turnover rates, and the age and sales history of the inventory. When necessary, we adjust the carrying value of inventory for estimated inventory shrinkage and damage. We estimate inventory shrinkage between physical counts and product damage based upon our historical experience. Actual results differing from these estimates could significantly affect our inventory and cost of products sold. We take physical counts of inventory on hand, at least annually, and adjust our financial statements to match actual quantities counted.

Assessment of Long-Lived Assets for Impairment - Long-lived assets, such as office furniture, fixtures, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The recoverability of long-lived assets is assessed by comparing the net carrying amount of each asset to its total estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds the sum of its undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Valuation of Share-Based Compensation Awards - The Company uses the Black Scholes option pricing model to calculate the fair value of share-based compensation awards (such as stock options and warrants). The Black Scholes pricing model requires six data inputs: (1) the contractual exercise or strike price, (2) the expected life (in years), (3) the risk-free interest rate, (4) the current stock price, (5) the expected volatility for the Company’s Common Stock, and (6) the expected dividend yield. Changes to these data inputs could result in a significantly higher or lower fair value measurement.

Loss Contingencies - From time to time, we are involved in legal proceedings. We record a contingent liability when it is probable that a loss has been incurred and the amount is reasonably estimable. We also perform an assessment of the materiality of loss contingencies where a loss is either not probable or it is reasonably possible that a loss could be incurred in excess of amounts accrued. If a loss or an additional loss has at least a reasonable possibility of occurring and the impact on the financial statements would be material, we provide disclosure of the loss contingency in the notes to our consolidated financial statements. We review all contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or the range of the loss can be made. An adverse judgment or negotiated resolution in any of these matters could have a material adverse effect on our business, financial position, results of operations or cash flows.

Income Taxes - Income taxes have a significant effect on our net earnings. As of March 31, ~~2023~~2024, we are subject to income taxes primarily in the U.S. The determination of our provision for income taxes requires judgment, the use of estimates in certain cases and the interpretation and application of complex tax laws and regulations. Our effective income tax rate is affected by many factors, including changes in our assessment of certain tax contingencies, increases and decreases in valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items, and may fluctuate as a result.

The benefits of uncertain tax positions are recorded in our financial statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate. We account for uncertain tax positions by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. This determination requires the use of judgment in evaluating our tax positions and assessing the timing and amounts of deductible and taxable items.

Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent that a portion is not more likely than not to be realized. Many factors are considered when assessing whether it is more likely than not that the deferred tax assets will be realized, including recent cumulative earnings, expectations of future taxable income, carryforward periods and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. This evaluation relies on estimates.

Recent Accounting Pronouncements and Accounting Changes

The information contained in Note 3 of the Notes to Consolidated Financial Statements, under the sub-headings: “Recently Issued Accounting Standards - Pending Adoption” and “Recently Issued Accounting Standards – Recently Adopted,” in ITEM 8 — “Financial Statements and Supplementary Data” below, is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a Smaller Reporting Company, as defined in Rule 12b-2 of the Exchange Act, and, accordingly, are not required to provide the information required by Item 7A of this Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~Index~~SHARING toSERVICES ~~Consolidated~~GLOBAL ~~Financial Statements~~CORPORATION

	Page
Report of Independent Registered Public Accounting Firm (PCAOB No. 6121)	38
Consolidated Balance Sheets as of March 31, 2023 and 2022	39
Consolidated Statements of Operations and Comprehensive Loss for the Fiscal Years ended March 31, 2023 and 2022	40
Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2023 and 2022	41
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Fiscal Years ended March 31, 2023 and 2022	42
Notes to the Consolidated Financial Statements	43

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm (PCAOB No. 606)	38

Report of Independent Registered Public Accounting Firm (PCAOB No. 6121)	39

Consolidated Balance Sheets as of March 31, 2024 and 2023	40

Consolidated Statements of Operations and Comprehensive Loss for the Fiscal Years ended March 31, 2024 and 2023	41

Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2024 and 2023	42

Consolidated Statements of Changes in Stockholders’ Deficit for the Fiscal Years ended March 31, 2024 and 2023	43

Notes to the Consolidated Financial Statements	44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Sharing Services Global Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Sharing Services Global Corporation and its subsidiaries (the “Company”) as of March 31, 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company (i) has incurred losses and negative cash flows from operations for consecutive years, (ii) has an accumulated deficit and negative equity, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Convertible Notes- Related Party

As described in Note 13, the Company executed a convertible promissory note for $250,000 with Alset Inc, a Texas corporation (“Alset”) and a shareholder of the Company. The convertible promissory note bears a 10% interest per annum and had an origination fee.

The Company also entered into a securities purchase agreement with HWH International Inc., a Delaware corporation (“HWH”) whereby the Company issued to HWH a convertible promissory note in $250,000 which shall be convertible into 208,333,333 shares of the Company’s common stock at the option of HWH and a common stock purchase warrant agreement which shall be exercisable into up to 208,333,333 shares of the Company’s common stock. The convertible promissory note bears a 6% interest per annum and had a commitment fee of $15,000.

The principal consideration for our determination of management’s assessment of the valuation of the convertible notes- related party as a critical audit matter, which is primarily due to the complexity of the valuation used and the sensitivity of the underlying significant assumptions. The calculated fair values are sensitive to changes in these key assumptions.

How the Critical Audit Matter was addressed in the Audit

Our audit procedures related to the determination of the fair value of the Convertible Debt included the following, among others:

	a)	We obtained the agreements between the related parties and the Company.

	b)	We obtained third party valuations that assess the fair value of the convertible notes-related party from management.

	c)	We reviewed the valuation reports provided by management to determine if the reports were reasonable and acceptable based on the methodologies used by management’s third-party valuation firm. We also assessed the qualifications and competence of the valuation firm.

	d)	We audited the critical inputs used in the valuation calculations.

	e)	We assessed the sufficiency of the Company’s disclosure of its accounting for convertible notes- related party included in Note 13.

GRASSI & CO., CPAs, P.C.

We have served as the Company’s auditor since 2023.

Jericho, New York

July 1, 2024

Ankit Consulting Services, Inc.

30211 Avenida de Las Banderas, Suite # 200, Rancho Santa Margarita, CA 92688

Phone: 949-683-3034, Facsimile: 949-271-4737

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Sharing Services Global Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Sharing Services Global Corporation, formerly Sharing Services, Inc. (the “Company”) as of March 31, 2023 ~~and 2022~~, and the related consolidated statements of operations, cash flows and stockholders’ equity, for the ~~each~~year ~~of the two fiscal years~~ ended March 31, 2023 and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 ~~and 2022~~, and the results of its operations and its cash flows for ~~each of~~ the ~~two~~year ~~fiscal~~ ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. AsThe ~~discussed in Note 2 to the consolidated financial statements, the~~ Company has a net loss and net cash used in operating activities of $37,685,163 and $9,025,388, respectively, for the fiscal year ended March 31, 2023. The Company has an accumulated deficit of $106,456,378 at March 31, 2023. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan regarding these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting ~~Oversight~~ Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal ~~securities~~ securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether ~~due~~ due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

Critical Audit Matters

Related Party Convertible Note Payable

As described in Note 13 to the financial statements, the Company had a convertible note payable with detached warrants to a related party. The note payable was modified twice during the year which was treated as extinguishment of debt and replacement with a new note payable.

The principal considerations for our determination that performing procedures relating to the accounting treatment of the transaction is a critical audit matter were (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of the transaction due to the significant amount of judgment by management when developing the estimate; (ii) significant audit effort was required in evaluating the terms of note payable assumptions relating to the estimates.

Our audit of the valuation of the convertible notes payable and attached warrants included, but was not limited to, the following procedures:

● understanding of controls relating to the loan raised; ● examining original ~~and amended~~ convertible note and warrants agreements; ● reviewing management’s assumptions used in the valuation of the note, warrants and related interest and fee; ● reviewing management’s reasoning for treating the debt modification as extinguishment of a note payable; ● obtaining technical guidance from third party experts on the accounting treatment; ● reviewing management’s assumptions for accounting treatment of the whole transaction; ● evaluating the adequacy of the Company’s disclosures relating to the loan raised from related party;

/s/ Ankit Consulting Services, Inc.

We have served as the Company’s auditor since September 2017.

Rancho Santa Margarita, California

June 23, 2023

3839

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As ofMarch 31, 2023			As ofMarch 31, 2022
	As of			As of
	March 31, 2024			March 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	2894,~~994,885~~206		$	172,~~023~~994,~~266~~885
Trade accounts receivable, net		~~273~~280,~~674~~793			1273,~~682,958~~674
Income taxes receivable		-			300,000
Other receivable		1,800,000			-
Inventory, net		1,~~636~~318,~~120~~662			41,~~374~~636,~~236~~120
Other current assets, net		~~527~~132,~~827~~674			3527,~~511,282~~827
Total Current Assets		54,~~432~~426,~~506~~335			265,~~891~~432,~~742~~506
Property and equipment, net		9239,~~270,193~~943			9,~~585~~270,~~141~~193
Right-of-use assets, net		~~448~~403,~~240~~107			~~593~~448,~~389~~240
Deferred income taxes, net		-			81,205
Investment in unconsolidated entities, net		-			206,231
Investment in unconsolidated entities, net		206,231			5,063,940
Intangible assets		402,144			545,372
Intangible assets		545,372			688,670
Other assets		1,163,385			1,177,173
Other assets		1,177,173			260,637
TOTAL ASSETS	$	6,634,914		$	17,079,715
TOTAL ASSETS	$	17,079,715		$	43,164,724
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities
Accounts payable	$	1,~~028~~304,~~510~~046		$	~~985~~1,~~139~~028,510
Accrued and other current liabilities		2,~~632~~611,~~770~~951			32,~~079~~632,~~782~~770
Accrued sales commission payable		21,~~357~~742,~~643~~309			32,~~745~~357,~~481~~643
Employee stock warrants liability		~~148,267~~-			~~452~~148,~~050~~267
State and local taxes payable		1,~~446~~545,~~503~~463			1,~~339~~446,~~366~~503
Note payable, related party, net of unamortized debt discount and unamortized deferred loan cost of $202,779 as of March 31, 2023 and $0 as of March 31, 2022		6,922,043			-
Notes payable, related party, net of unamortized debt discount and unamortized deferred loan cost		-			6,922,043
Convertible notes payable, related parties, net of unamortized debt discount and unamortized deferred loan cost of $2,172,914 as of March 31, 2023, and $20,151,230 as of March 31, 2022		24,827,086			9,898,770
Note payable		1,200,000			-
Total Current Liabilities		39,362,822			19,500,588
Convertible notes payable		262,782			24,827,086
Settlement liability, long term portion		-			373,677
Total Current Liabilities		8,666,551			39,362,822
Lease liability, long-term		440,478			461,515
Non-current convertible notes payable, related party		324,521			-
TOTAL LIABILITIES		39,803,300			20,335,780
Lease liability, long-term		416,277			440,478
Commitments and contingencies		-			-
TOTAL LIABILITIES		9,407,349			39,803,300
Stockholders’ (Deficit) Equity
Commitments and Contingencies		-			-
Preferred stock, $0.0001 par value, 200,000,000 shares authorized:
STOCKHOLDERS’ DEFICIT
Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,100,000 shares issued and outstanding as of March 31, 2023 and March 31, 2022		310			310
Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,100,000 shares issued and outstanding		310			310
Series B convertible preferred stock, $0.0001 par value, 10,000,000 shares designated, no shares issued and outstanding		-			-
Series B convertible preferred stock, $0.0001 par value, no shares issued and outstanding		-			-
Series C convertible preferred stock, $0.0001 par value, 10,000,000 shares designated, 3,220,000 shares issued and outstanding at March 31, 2023 and March 31, 2022		322			322
Series C convertible preferred stock, $0.0001 par value, 10,000,000 shares designated, 3,220,000 shares issued and outstanding		322			322
Series D preferred stock, $0.0001 par value, 26,000 shares and no shares issued and outstanding as of March 31, 2024, and March 31, 2023, respectively		3			-
Preferred stock value
Class A common stock, $0.0001 par value, 1,990,000,000 shares authorized, 347,451,880 shares and 288,923,969 shares issued and outstanding as of March 31, 2023 and March 31, 2022, respectively		34,745			28,892
Class A common stock, $0.0001 par value, 1,990,000,000 shares designated, 376,328,885 shares and 347,451,880 shares issued and outstanding as of March 31, 2024 and March 31, 2023, respectively		37,633			34,745
Class B common stock, $0.0001 par value, 10,000,000 shares designated, no shares issued and outstanding		-			-
Common stock value		-			-
Treasury Stock, 26,091,136 shares, at cost		(626,187	)		-
Treasury Stock		-			(626,187	)
Additional paid in capital		84110,~~619~~699,~~762~~858			8084,~~738~~619,~~719~~762
Shares to be issued		12,146			12,146
Accumulated deficit		(~~106~~113,~~456~~167,~~378~~915	)		(57106,~~886~~456,~~336~~378	)
Accumulated other comprehensive loss		(~~308~~354,~~305~~792	)		(65308,~~109~~305	)
Total Stockholders’ (Deficit) Equity		(22,723,585	)		22,828,944
TOTAL STOCKHOLDERS’ DEFICIT		(2,772,435	)		(22,723,585	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	17,079,715		$	43,164,724
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,634,914		$	17,079,715

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

3940

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	March 31, 2023			March 31, 2022
	March 31, 2024			March 31, 2023
	For the Fiscal Year Ended March 31,
	For the Fiscal Years Ended
	2023			2022
	March 31, 2024			March 31, 2023
Net sales	$	1610,~~102~~878,~~136~~242		$	3416,~~424~~102,~~314~~136
Cost of goods sold		63,~~845~~832,~~466~~977			106,~~801~~845,~~871~~466
Gross profit		97,~~256~~045,~~670~~265			239,~~622~~256,~~443~~670
Operating expenses
Selling and marketing expenses		6,989,660			17,239,655
Selling and marketing		4,104,991			6,989,660
General and administrative expenses		17,081,915			19,714,963
General and administrative		7,839,639			17,081,915
Total operating expenses		2411,~~071~~944,~~575~~630			3624,~~954~~071,~~618~~575
Operating loss		(144,~~814~~899,~~905~~365	)		(1314,~~332~~814,~~175~~905	)
Other income (expense):
Interest expense, net		(133,~~212~~148,~~583~~032	)		(1213,~~204~~212,~~444~~583	)
Gain on employee warrants liability		173,432			2,511,350
Change in fair value of embedded derivatives		(87,303	)		-
Gain on extinguishment of debt		-			1,040,400
Other income		1,800,000			-
Impairment loss on assets		-			(1,610,523	)
Gain on employee warrants liability		-			173,432
Unrealized gain (loss) on investment		(5,018,735	)		3,663,940
Loss on investment and extinguishment of debt		(108,384	)		-
Realized loss on investment in marketable securities		(4,920,556	)		-
Unrealized loss on investment		-			(5,018,735	)
Other non-operating income (expense), net		108,184			(211,035	)
Realized loss on investment in marketable securities		-			(4,920,556	)
Total other expense, net		(22,870,258	)		(6,810,312	)
Other non-operating income (expense), net		(268,453	)		108,184
Loss before income taxes		(37,685,163	)		(20,142,487	)
Total other expense, net		(1,812,172	)		(22,870,258	)
Income tax benefit		-			(3,035,990	)
Loss before income taxes		(6,711,537	)		(37,685,163	)
Net loss	$	(37,685,163	)	$	(17,106,497	)
Income tax expense		-			-
Other comprehensive loss (net of tax):
Net loss	$	(6,711,537	)	$	(37,685,163	)
Currency translation adjustments		(243,196	)		(65,109	)
Other comprehensive loss, net of tax:
Total other comprehensive loss		(243,196	)		(65,109	)
Currency translation adjustments		(46,487	)		(243,196	)
Comprehensive loss	$	(37,928,359	)	$	(17,171,606	)
Total other comprehensive loss		(46,487	)		(243,196	)
Comprehensive loss	$	(6,758,024	)	$	(37,928,359	)
Loss per share:
Basic	$	(0.14	)	$	(0.08	)
Basic and diluted	$	(0.02	)	$	(0.14	)
Diluted	$	(0.14	)	$	(0.08	)
Weighted average shares:
Basic		274,108,025			206,211,711
Basic and diluted		374,987,603			274,108,025
Diluted		274,108,025			206,211,711

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

4041

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2023			2022
	March 31, 2024			March 31, 2023
	For the Fiscal Years Ended March 31,
	For the Fiscal Years Ended
	2023			2022
	March 31, 2024			March 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(376,~~685~~711,~~163~~537	)	$	(1737,~~106~~685,~~497~~163	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~726~~570,~~666~~595			~~655~~726,~~267~~666
Stock-based compensation		(~~194~~148,~~004~~267	)		(2194,~~120,111~~004	)
Deferred income taxes		-			(1,038,359	)
Loss on disposal of property		-			25,053
Loss on disposal of property		25,053			-
Amortization of debt discount and other		2,040,291			10,877,730
Amortization of debt discount		10,877,730			12,231,501
Change in fair value of embedded derivatives		87,303			-
Amortization of prepaid consulting fees		2,867,123			-
Amortization prepaid consulting Services		-			2,867,123
Gain on extinguishment of debt		(324,229	)		(1,040,400	)
Loss (gain) on extinguishment of debt		38,215			(324,229	)
Impairment loss on assets		-			2,331,554
Bad debt expense		413,551			162,392
Bad debt expense		162,392			-
Loss on investment and other assets		-			9,939,290
Loss (gain) on investments and other assets		9,939,290			(3,663,940	)
Provision for obsolete inventory		777,443			1,788,999
Non-cash consulting expense		-			632,877
Provision for obsolete inventory		1,788,999			635,137
Changes in operating assets and liabilities:
Accounts receivable		1(420,~~560,481~~669	)		~~(163~~1,~~599~~560,481	)
Inventory		1,152,522			(2,579,581	)
Other receivable		(1,800,000	)		-
Other current assets		(97,073	)		1,098,003
Inventory		(459,984	)		1,152,522
Other assets		-			(459	)
Other current assets		763,417			(97,073	)
Accounts payable		808,008			(304,637	)
Property and equipment		(60,806	)		-
Income taxes payable		385,013			(2,110,592	)
Other assets		99,843			-
Lease liability		25,224			(19,073	)
Accounts payable		275,537			808,008
Accrued and other liabilities		(1,043,420	)		(2,663,745	)
Income taxes payable		98,960			385,013
Net Cash Used in Operating Activities	$	(9,025,388	)	$	(15,226,654	)
Lease liability		20,932			25,224
Accrued and other liabilities		685,733			(1,043,420	)
Net Cash Used in Operating Activities	$	(3,729,443	)	$	(9,025,388	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property and equipment		(1,196,406	)		(9,331,967	)
Payments for property and equipment and other assets		-			(1,196,406	)
Payments upon issuance of notes receivable		~~(313,592~~-	)		(~~579~~313,~~790~~592	)
Purchase of marketable securities, net		~~(4,920,096~~-	)		-(4,920,096	)
Collection of notes receivable		-			5,000
Cash paid for acquisition of non-consolidated interests		-			(400,000	)
Cash paid for acquisition of non-consolidated interests		(400,000	)		(2,937,000	)
Net Cash Used in Investing Activities		-			(6,830,094	)
Net Cash Used in Investing Activities		(6,830,094	)		(12,843,757	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of promissory notes		10,922,329			30,000,000
Proceeds from note payable		1,175,251			-
Repayments of borrowings under promissory notes		(4,611,342	)		(100,000	)
Proceeds from issuance of convertible notes, related party		500,000			-
Refinance of notes payable		(3,270,000	)		-
Net proceeds from issuance of promissory notes		-			10,922,329
Payment in connection with litigation settlement		(1,043,645	)		-
Repayments of borrowings under promissory notes		-			(4,611,342	)
Repayment of convertible note payable		(78,636	)
Refinance of notes payable		-			(3,270,000	)
Proceeds from issuance of common stock		-			3,078,607
Payment in connection with litigation settlement		-			(1,043,645	)
Net Cash Provided by Financing Activities		1,918,706			32,978,607
Repayment of convertible note payable		-			(78,636	)
IMPACT OF CURRENCY RATE CHANGES ON CASH		(91,605	)		(29,339	)
Net Cash Provided by Financing Activities		1,675,251			1,918,706
Decrease in cash and cash equivalents		(14,028,381	)		4,878,857
IMPACT OF CURRENCY RATE CHANGES ON CASH		(46,487	)		(91,605	)
Cash and cash equivalents, beginning of fiscal year		17,023,266			12,144,409
Decrease in cash and cash equivalents		(2,100,679	)		(14,028,381	)
Cash and cash equivalents, end of fiscal year	$	2,994,885		$	17,023,266
Cash and cash equivalents, beginning of period		2,994,885			17,023,266
Cash and cash equivalents, end of period	$	894,206		$	2,994,885
Supplemental cash flow information
Cash paid for interest	$	1168,~~708,409~~279		$	521,~~541~~708,409
Cash paid for income taxes	$	91,~~525~~111		$	479,~~489~~525
Supplemental disclosure of non-cash investing and financing activities:
Supplemented disclosure of non-cash investing and financing activities:
Debt modification	$	10,363,126		$	-
Sale of commercial real property in exchange for relief from related party loans and other liabilities	$	7,438,692		$	-
Common stock issued to settle accrued interest payable	$	552,000		$	-
Sale of investments in exchange for relief from related party note and other liabilities	$	1,500,000		$	-
Common stock issued to settle management fees payable	$	700,000		$	-
Debt modification	$	-		$	10,363,126
Related party loan fees, consulting fees, and interest obligations settled with shares of common stock	$	-		$	8,900,000
Common stock issued to settle accrued interest payable	$	539,806		$	552,000
Right-of-use assets obtained in exchange for operating lease liability	$	-		$	523,998
Common stock issued to settle management fees payable	$	-		$	700,000
Investment origination fee collected in shares of investee stock	$	-		$	500,000

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

4142

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

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

For the Fiscal Years Ended March 31, ~~2023~~2024 and ~~2022~~2023

		Shares			Value			Shares		Value		Shares			Value			Shares		Value		Capital			Subscription Receivable			Issued			Treasury Stock		Accumulated Deficit			Comprehensive Loss			Total
	of			Par			of		Par		of			Par			of		Par		of			Par			Paid in			to be		Treasury			Accumulated			Comprehensive
		Series A Preferred Stock						Series B Preferred Stock				Series C Preferred Stock						Common Stock				Additional						Shares								Accumulated Other
							Series B										Series D
		Number of Shares			Par Value			Number of Shares		Par Value		Number of Shares			Par Value			Number of Shares		Par Value		Paid In Capital			Subscription Receivable			to be Issued			Treasury Stock		Accumulated Deficit			Comprehensive Loss			Total
	Series A Preferred Stock						Preferred Stock				Series C Preferred Stock						Preferred Stock				Class A and Class B Common Stock																	Accumulated
Balance – March 31, 2021		5,100,000		$	510			-	$	-		3,230,000		$	323			160,100,769	$	16,010	$	43,757,768		$	-		$	12,146		$	-	$	(37,627,718	)	$	-		$	6,159,039
	Number						Number				Number						Number				Number						Additional			Shares								Other
Common stock issued for cash		-			-			-		-		-			-			50,000,000		5,000		5,245,000			-			-			-		(2,250,000	)		-			3,000,000
	of			Par			of		Par		of			Par			of		Par		of			Par			Paid in			to be		Treasury			Accumulated			Comprehensive
Common stock issued for deferred financing costs and prepaid interest on debt		-			-			-		-		-			-			27,000,000		2,700		6,477,300			-			-			-		(1,080,000	)		-			5,400,000
	Shares			Value			Shares		Value		Shares			Value			Shares		Value		Shares			Value			Capital			Issued		Stock			Deficit			Loss			Total
Conversions or retirements of preferred stock		(2,000,000	)		(200	)		-		-		(10,000	)		(1	)		10,000		1		200			-			-			-		-			-			-
Balance - March 31, 2022		3,100,000		$	310			-	$	-		3,220,000		$	322			-	$	-		288,923,969		$	28,892		$	80,738,719		$	12,146		-		$	(57,886,336	)	$	(65,109	)	$	22,828,944
Issuance of debt with beneficial conversion feature and in-the-money stock warrant, net of tax		-			-			-		-		-			-			-		-		21,330,000			-			-			-		-			-			21,330,000
Refinancing of debt and detachable warrants		-			-			-		-		-			-			-		-		-			-			2,029,454			-		-			-			-			2,029,454
Expiration of common stock puts		-			-			-		-		-			-			-		-		-			-			-			-		177,879			-			177,879
Repurchase of shares of Common Stock		-			-			-		-		-			-			-		-		(26,091,136	)		(2,609	)		(23,482	)		-		(626,187	)		-			-			(652,278	)
Stock-based compensation expense		-			-			-		-		-			-			-		-		3,780,000			-			-			-		-			-			3,780,000
Common Stock issued for debt modification		-			-			-		-		-			-			-		-		14,854,159			1,485			307,206			-		-			(10,671,817	)		-			(10,363,126	)
Stock warrants exercised		-			-			-		-		-			-			51,813,200		5,181		148,451			-			-			-		-			-			153,632
Common stock issued to settle management fees payable		-			-			-		-		-			-			-		-		33,333,333			3,333			696,667			-		-			-			-			700,000
Currency translation adjustments		-			-			-		-		-			-			-		-		-			-			-			-		-			(65,109	)		(65,109	)
Common stock issued to settle accrued interest payable		-			-			-		-		-			-			-		-		26,285,714			2,629			549,371			-		-			-			-			552,000
Net loss		-			-			-		-		-			-			-		-		-			-			-			-		(17,106,497	)		-			(17,106,497	)
Common stock issued upon cancellation of stock warrants		-			-			-		-		-			-			-		-		10,145,841			1,015			212,047			-		-			(213,062	)		-			-
Balance– March 31, 2022		3,100,000		$	310			-	$	-		3,220,000		$	322			288,923,969	$	28,892	$	80,738,719		$	-		$	12,146		$	-	$	(57,886,336	)	$	(65,109	)	$	22,828,944
Stock based compensation award (stock warrants)		-			-			-		-		-			-			-		-		-			-			109,780			-		-			-			-			109,780
Currency translation adjustments		-			-			-		-		-			-			-		-		-			-			-			-		-			-			(243,196	)		(243,196	)
Net loss		-			-			-		-		-			-			-		-		-			-			-			-		-			(37,685,163	)		-			(37,685,163	)
Balance - March 31, 2023		3,100,000		$	310			-	$	-		3,220,000		$	322			-	$	-		347,451,880		$	34,745		$	84,619,762		$	12,146		(626,187	)	$	(106,456,378	)	$	(308,305	)	$	(22,723,585	)

	Shares		Value		Shares		Value		Shares		Value		Shares			Value			Capital			Issued		Stock			Deficit			Loss			Total
					Series B								Series D
	Series A Preferred Stock				~~Series B~~ Preferred Stock				Series C Preferred Stock				~~Class~~Preferred ~~A and Class B Common~~ Stock						~~Additional~~Class A and Class B Common Stock			~~Shares~~								~~Accumulated Other~~						Accumulated
	Number of		Par		Number of		Par		Number of		Par		Number of			Par			Paid in			to be		Treasury			Accumulated			Comprehensive
	Number				Number				Number				Number						Number					Additional			Shares									Other
	Shares		Value		Shares		Value		Shares		Value		Shares			Value			Capital			Issued		Stock			Deficit			Loss			Total
	of		Par		of		Par		of		Par		of			Par			of			Par		Paid in			to be			Treasury			Accumulated			Comprehensive
Balance – March 31, 2022		3,100,000	$	310		-	$	-		3,220,000	$	322		288,923,969		$	28,892		$	80,738,719		$	12,146		-		$	(57,886,336	)	$	(65,109	)	$	22,828,944
	Shares		Value		Shares		Value		Shares		Value		Shares			Value			Shares			Value		Capital			Issued			Stock			Deficit			Loss			Total
Beginning balance		3,100,000	$	310		-	$	-		3,220,000	$	322		288,923,969		$	28,892		$	80,738,719		$	12,146		-		$	(57,886,336	)	$	(65,109	)	$	22,828,944
Balance - March 31, 2023		3,100,000	$	310		-	$	-		3,220,000	$	322		-		$	-			347,451,880		$	34,745	$	84,619,762		$	12,146			(626,187	)	$	(106,456,378	)	$	(308,305	)	$	(22,723,585	)
Refinancing of debt and detachable warrants		-		-		-		-		-		-		-			-			2,029,454			-					-			-			2,029,454
Balance		3,100,000	$	310		-	$	-		3,220,000	$	322		-		$	-			347,451,880		$	34,745	$	84,619,762		$	12,146			(626,187	)	$	(106,456,378	)	$	(308,305	)	$	(22,723,585	)
Repurchase of shares of Common Stock				-				-		-		-		(26,091,136	)		(2,609	)		(23,482	)				(626,187	)					-			(652,278	)
Cancellation of treasury stock		-		-		-		-		-		-		-			-			-			-		(626,187	)		-			626,187			-			-			-
Common Stock issued for debt modification														14,854,159			1,485			307,206								(10,671,817	)					(10,363,126	)
Preferred stock issued for debt modification		-		-		-		-		-		-		26,000			3			-			-		26,169,365			-			-			-			-			26,169,368
Common stock issued to settle management fees payable														33,333,333			3,333			696,667								-						700,000
Common stock issued to settle accrued interest payable		-		-		-		-		-		-		-			-			28,877,005			2,888		536,918			-			-			-			-			539,806
Common stock issued to settle accrued interest payable														26,285,714			2,629			549,371														552,000
Currency translation adjustments		-		-		-		-		-		-		-			-			-			-		-			-			-			-			(46,487	)		(46,487	)
Common stock issued upon cancellation of stock warrants														10,145,841			1,015			212,047								(213,062	)					-
Net loss		-		-		-		-		-		-		-			-			-			-		-			-			-			(6,711,537	)		-			(6,711,537	)
Stock based compensation award (stock warrants)																				109,780														109,780
Balance - March 31, 2024		3,100,000	$	310		-	$	-		3,220,000	$	322		26,000		$	3			376,328,885		$	37,633	$	110,699,858		$	12,146			-		$	(113,167,915	)	$	(354,792	)	$	(2,772,435	)
Currency translation adjustments		-		-		-		-		-		-		-			-			-			-		-			-			(243,196	)		(243,196	)
Balance		3,100,000	$	310		-	$	-		3,220,000	$	322		26,000		$	3			376,328,885		$	37,633	$	110,699,858		$	12,146			-		$	(113,167,915	)	$	(354,792	)	$	(2,772,435	)
Net loss		-		-		-		-		-		-		-			-			-			-		-			(37,685,163	)		-			(37,685,163	)
Balance – March 31, 2023		3,100,000	$	310		-	$	-		3,220,000	$	322		347,451,880		$	34,745		$	84,619,762		$	12,146		(626,187	)	$	(106,456,378	)	$	(308,305	)	$	(22,723,585	)
Ending balance		3,100,000	$	310		-	$	-		3,220,000	$	322		347,451,880		$	34,745		$	84,619,762		$	12,146		(626,187	)	$	(106,456,378	)	$	(308,305	)	$	(22,723,585	)

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

4243

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS

Sale of Health and Wellness Products - The Company markets its health and wellness products primarily through an independent sales force, using a direct selling business model under the proprietary brand “The Happy Co.” Currently, The Happy Co. TM markets and distributes its health and wellness products primarily in the United States (the “U.S.”) and Canada. Sales of health and wellness products accounted for approximately 99% and 93% of the Company’s consolidated net sales during the fiscal year ended March 31, 2023, and 2022,

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

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

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

~~Sale~~The ofCompany ~~Member-Based~~is ~~Travel~~in ~~Services - Through its subsidiary, Hapi Travel Destinations,~~ the ~~Company~~process ~~established~~of arevamping ~~subscription-based~~ its travel services business ~~under~~and ~~the~~has ~~proprietary~~temporarily ~~brand~~suspended ~~MyTravelVentures~~its (“MTV”) ~~in May 2022. MTV provides entrepreneurial opportunities to its subscribers by capitalizing on both the direct selling model and the retail travel~~ business ~~model.~~operation ~~The MTV services are designed~~ to ~~offer discount for travel relating to airfare, cruises, hotels, resorts, time shares and rental cars for destinations throughout the~~prepare ~~world~~ for ~~people~~its ofre-launch ~~all~~in ~~ages,~~November ~~demographics, and economic backgrounds~~2024.

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

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

~~Corporate~~NOTE ~~Name~~2 ~~Change~~- GOING CONCERN

~~Sharing~~The ~~Services~~accompanying ~~was~~consolidated ~~originally~~financial ~~incorporated~~statements ~~under~~have ~~the~~been ~~name~~prepared ~~Sharing~~using ~~Services,~~generally ~~Inc.~~accepted Inaccounting ~~January~~principles ~~2019,~~in ~~Sharing~~the ~~Services,~~United ~~Inc.~~States of ~~changed~~America ~~its~~(“GAAP”) ~~corporate name~~applicable to ~~Sharing~~a ~~Services~~going ~~Global~~concern, ~~Corporation~~which tocontemplates ~~better~~the ~~reflect~~realization of assets and the ~~Company’s~~liquidation ~~strategic~~of ~~intent~~liabilities in tothe ~~grow~~ordinary ~~its~~course ~~business~~of ~~globally~~business. ~~In connection~~During ~~with~~ the ~~name~~years ~~change~~ended March 31, 2024 and 2023, the Company ~~adopted~~had ~~the~~a ~~trading~~net ~~symbol~~loss ~~SHRG~~of ~~effective~~approximately ~~April~~$6.7 million 4,and ~~2019~~$37.7 ~~Prior~~million, torespectively. ~~this~~In addition, the Company’s had reported consecutive years of declining net sales. These factors ~~Common~~among ~~Stock~~other ~~traded~~raise ~~under~~substantial doubt about the ~~symbol~~ability ~~SHRV~~of the Company to continue as a going concern for a reasonable period of time.

~~NOTE~~In 2-order ~~GOING~~to ~~CONCERN~~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.

The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and settle its liabilities in the ordinary course of business for the foreseeable future. The Company has experienced a significant decline in consolidated sales and earnings during the most recent three years. For the fiscal years ended March 31, 2023 and 2022, consolidated net sales were approximately $16.1 million and $34.4 million, respectively, and net loss was approximately $37.7 million and $17.1 million, respectively. In addition, as of March 31, 2023, and 2022, accumulated deficit was approximately $106.5 million and $57.9 million, respectively.44

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

In the past eighteen months, the Company has initiated several business initiatives intended to stabilize its sales levels, to drive long-term sales growth, and to create positive cash flows from operations, including by implementing stricter fiscal controls over operating costs and expenditures. The Company believes it will be able to fund its working capital needs for the next 12 months with: (a) cash and cash equivalents, as of March 31, 2023, of $3.0 million, (b) secured and unsecured borrowings, including the issuance of convertible notes and borrowings under short-term financing arrangements, (c) capital transactions, and (d) cash from operations. However, there can be no assurance about the future success of the Company’s growth and cost control initiatives or about the Company’s ability to raise sufficient capital and to issue sufficient secured and unsecured debt, including the issuance of convertible notes and borrowings under short-term financing arrangements, in the future to fund its working capital needs.

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

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

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

Use of Estimates and Assumptions

The preparation of financial statements in accordance with GAAP requires the use of judgment and requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures about contingent assets and liabilities, if any. Matters that require the use of estimates and assumptions include, among others: the recoverability of trade accounts and ~~notes~~other 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~~ 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 March 31, ~~2023,~~2024 and ~~2022~~2023, cash and cash equivalents included cash held by our merchant processors of approximately $0.5 05 million and $30.3 5 million, respectively. In addition, as of March 31, ~~2023,~~2024 and ~~2022~~2023, cash and cash equivalents held in bank accounts in foreign countries in the ordinary course of business were approximately $10.3 4 million and $1.4 3 million, respectively. Amounts held by our merchant processor or held in bank accounts located in foreign countries are generally not insured by any federal agency.

44Trade Accounts Receivable and Allowance for Credit Losses

~~Accounts~~In ~~Receivable~~May ~~and~~2019, ~~Allowance~~the Financial Accounting Standards Board (FASB) issued the Accounting Standards Update (ASU) 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for ~~Doubtful~~the ~~Accounts~~measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The Company adopted this standard on April 1, 2023 using a modified retrospective approach and did not restate the comparable prior periods. The adoption did not have a material impact on the Company’s consolidated financial statements.

AsThe ofCompany ~~March~~maintains ~~31,~~an ~~2023,~~allowance ~~and~~for ~~2022,~~credit ~~accounts~~losses ~~receivable~~in ~~was~~accordance ~~approximately~~with ~~$0.3 million~~ASC 326 and ~~$1.7 million,~~records ~~respectively,~~the ~~including~~allowance ~~amounts~~for ~~due~~credit ~~from~~losses ~~one~~as ~~merchant~~an ~~processor~~offset to ofassets ~~approximately~~such $0as accounts receivable.0 ~~million~~ The expected credit losses are classified as general and ~~$1.5~~administrative expenses in the consolidated ~~million,~~statements ~~respectively.~~of Onoperations aand ~~quarterly~~comprehensive ~~basis,~~loss. ~~the~~The Company ~~evaluates~~assesses ~~the~~ collectability ofby ~~its~~reviewing ~~accounts~~receivables ~~receivable~~on ~~and~~a ~~reviews~~collective ~~current~~basis where ~~economic~~similar ~~trends~~characteristics exist, primarily based on the size and ~~its~~nature ~~historical~~of ~~collection~~specific ~~data~~receivables. toIn ~~determine~~determining the ~~adequacy~~amount of ~~its~~the allowance for ~~doubtful~~credit ~~accounts~~losses, ifthe ~~any,~~Company ~~based on~~considers ~~its~~ historical ~~collection~~collectability ~~data~~based ~~and~~on ~~current~~past ~~information.~~due Anstatus, ~~estimate~~the ~~for~~age ~~doubtful~~of ~~accounts~~the isreceivable ~~made~~balances, ~~when~~credit quality ~~collection~~ of the ~~full amount~~counter isparty, noand ~~longer~~current ~~probable.~~and ~~Account~~future ~~balances~~economic ~~are~~conditions. ~~written~~On ~~off~~a ~~against~~quarterly ~~the~~basis, ~~allowance~~management ~~after~~determines ~~all~~if ~~means~~the ofallowance for ~~collection~~credit ~~have~~losses ~~been exhausted~~is adequate, and adjusts the ~~potential~~allowance, ~~for~~when ~~recovery is considered remote~~necessary. AsDelinquent ofaccount ~~March~~balances ~~31,~~are ~~2023,~~written-off against the allowance for ~~doubtful~~credit ~~accounts~~losses ~~was~~after ~~$71,167. As~~all means of ~~March~~collection ~~31,~~have ~~2022,~~been ~~the~~exhausted ~~Company~~and ~~determined~~ that nothe ~~allowance~~likelihood ~~was~~of ~~necessary~~collection is not probable.

Inventory and Cost of Goods Sold

Inventory consists of ~~products~~finished ~~held~~goods ~~for~~and ~~sale~~promotional inmaterials ~~the~~and ~~normal course of our business. Inventory~~ is stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method, or net realizable value. ~~Inventory~~It ~~cost~~includes ~~reflects~~ direct product costs and certain shipping and handling costs, such as in-bound freight. When estimating the net realizable value of inventory, wethe ~~consider~~Company considers several factors including estimates of future demand for the product, historical ~~turn-over rates~~sales, the age and sales history of the inventory, and historic and anticipated changes in our product offerings. ~~See Note 7 – “INVENTORIES” below for more information.~~

~~Physical~~The ~~inventory counts are performed at all facilities on a quarterly basis. Between physical counts, management estimates inventory shrinkage based on the~~ Company’s ~~historical experience. The Company~~ periodically assesses the realizability of its inventory based on evaluation of its inventory levels against historical and anticipated sales. Physical inventory counts are performed at all facilities on a quarterly basis. During the fiscal year ended March 31, ~~2023~~2024, and ~~2022~~ 2023, the ~~Company recognized~~allowance afor ~~provision~~slowing ~~for~~moving ~~inventory~~or ~~losses~~obsolete inventory of $1.86 million and $~~635~~1.8 million,~~137,~~ respectively, in connection with health and wellness products that were either damaged, expired, or slow-moving, based on the Company’s historical and anticipated sales. The Company reports its ~~provisions~~allowance for ~~inventory~~obsolete ~~losses~~or slow-moving inventory in cost of goods sold in its consolidated statements of operations.

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

Other Receivable and Note Payable

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

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

Other Assets

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

Property and Equipment

Property and equipment are recorded at cost and reported net of accumulated depreciation. Depreciation expense is recognized over an asset’s estimated useful life using the straight-line method. Leasehold improvements are amortized over the lesser of the estimated useful lives of the assets or the term of the related lease, including lease renewals considered reasonably assured. The estimated useful lives of our property and equipment are as follows:

● Buildings and building improvements– shorter of 39 years or remaining useful life of the asset ● Furniture and fixtures – 3 years ● Office equipment – 5 years ● Computer Equipment – 3 years ● Computer software – 3 years ● Leasehold improvements – shorter of the remaining lease term or estimated useful live of the asset

	●	Furniture and fixtures – 3 years
	●	Office equipment – 5 years
	●	Computer Equipment – 3 years
	●	Computer software – 3 years
	●	Leasehold improvements – shorter of the remaining lease term or estimated useful live of the asset

The estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. The recoverability of long-lived assets is assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable, by comparing the net carrying amount of each asset to the total estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Revenue Recognition

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

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

During the fiscal year ended March 31, 2022, a subsidiary of the Company introduced a Customer Loyalty Program which enables customers to earn points in a purchase transaction or through other means. The points are not redeemable for cash or product. Upon reaching 1,500 points, a customer may redeem the points and receive a $10 loyalty rewards card or certificate, that may be used when purchasing a product. Points and loyalty rewards cards or certificates expire one year for the issuance date. However, points, loyalty rewards cards, and certificates are forfeited if the customer fails to remain active for a period of 90-days. The Company allocates a portion of the sales transaction price to each of its performance obligations therein, including points earned, and deferred revenue recognition until the earlier of (a) redemption or expiration of the rights conferred by the points or (b) the date when it is not probable the points will be redeemed (for example, because the holder is no longer an active customer).

As of March 31, ~~2023~~2024 and ~~2022~~2023, deferred revenue associated with product invoiced but not received by customers at the balance sheet date was $113,896 and $344,071, respectively; deferred sales revenue associated with unfulfilled performance obligations for services offered on a subscription basis was $80,528 and $70,968, respectively; deferred sales revenue associated with unfulfilled performance obligations for customers’ right of return was $26,894 and $63,890, respectively; and deferred sales revenue associated with customer loyalty points outstanding was $25,493 and $68,287, respectively. Deferred sales revenue is expected to be recognized over one year.

~~During~~ ● product invoiced but not received by customers at the ~~fiscal~~balance ~~years~~sheet ~~ended~~date ~~March~~was 31$80,404 ~~2023~~ and ~~2022~~$113,896, norespectively; ~~individual~~● ~~customer~~unfulfilled performance obligations for services offered on a subscription basis was $37,774 orand ~~related~~$80,528, ~~group~~respectively; of● unfulfilled performance obligations for customers’ right of return was $24,703 ~~represents~~and ~~10%~~$26,894, orrespectively; ~~more~~and of● ~~our consolidated~~customer ~~net~~loyalty ~~sales~~points outstanding was $19,326 and $25,493, respectively.

~~During~~As ~~the~~of ~~fiscal year ended~~ March 31, ~~2023~~2022, ~~approximately~~deferred ~~63% of~~revenue ~~consolidated~~associated ~~net~~with ~~sales~~product ~~were~~invoiced tobut ~~consumers~~not ~~and~~received ~~approximately~~by ~~37% of~~customers ~~net~~at the balance sheet date was $344,071; deferred sales ~~were~~revenue toassociated ~~independent~~with ~~distributors.~~unfulfilled ~~During~~performance ~~the~~obligations ~~fiscal~~for ~~year~~services ~~ended~~offered ~~March~~on ~~31,~~a ~~2022,~~subscription ~~approximately~~basis ~~66%~~was $70,968; ofdeferred ~~consolidated~~sales ~~net~~revenue ~~sales~~associated ~~were~~with tounfulfilled ~~consumers~~performance ~~and approximately~~obligations ~~34%~~ for customers’ right of ~~net~~return was $63,890; and deferred sales ~~were~~revenue toassociated ~~independent~~with ~~distributors~~customer loyalty points outstanding was $68,287.

During the fiscal ~~year~~years ended March 31, ~~2023,~~2024 and ~~2022~~2023, ~~approximately~~no ~~91%~~individual ~~and 87%~~customer, ~~respectively,~~or ofrelated ~~our~~group ~~consolidated~~of ~~net sales are to~~ customers ~~and~~, ~~independent~~represents ~~distributors~~10% ~~located~~or inmore ~~the~~of ~~U.S. (based on~~ the ~~customer~~ Company’s ~~shipping~~net ~~address). No other country represented more than 10% of total~~ sales.

During the fiscal ~~years~~year ended March 31, ~~2023 and 2022~~2024, ~~approximately 99%~~ and ~~93%, respectively, of the Company’s net sales are from health and wellness products. During the fiscal years ended March 31,~~ 2023 ~~and 2022~~, ~~our ten top selling products represent approximately 49% and 50%, respectively, of our consolidated net sales.~~

~~During the~~● ~~fiscal year ended March 31, 2023, and 2022, product purchases from one U.S.-based supplier accounted for~~ approximately 92100% and 6499%, respectively, of ~~total product purchases. In addition, during~~ the ~~fiscal~~Company’s ~~years~~net ~~ended~~sales ~~March 31, 2023 and 2022, 0% and 33%, respectively, of total product purchases,~~ were from ~~one~~sale ~~third-party~~of ~~supplier~~health ~~located~~and inwellness ~~South Korea~~products.

	●	the Company’s ten top selling products represent approximately 53% and 49%, respectively, of its net sales.
	●	approximately 95% and 91%, respectively, of the Company’s net sales are to customers and independent distributors located in the U.S. (based on the customer’s shipping address). No other country represented more than 10% of total sales.
	●	product purchases from one U.S.-based supplier accounted for approximately 84% and 92%, respectively, of total product purchases.

Sales Commissions

The Company recognizes sales commission expense when incurred at the time when the revenue is recognized. In the fiscal year ended March 31, ~~2023~~2024, and ~~2022~~2023, sales commission ~~expense~~ expense was approximately $53.8 7 million and $165.3 8 million, respectively, and is included in selling and marketing expenses in ~~our~~the Company’s consolidated statements of operations. The Company measures and recognizes sales commission expense based on the Company’s Distributor Compensation Plan. The Company’s independent distributors ~~can~~ earn commissions when they sell Company products to retail customers or to their downline independent distributors. Additionally, they can earn commissions when their personally sponsored distributors (or downline) sell products to end users. There is no limit as to the number of personally enrolled distributors or retail customers that an independent distributor may have and earned compensation for.

Share-Based Payments

The Company accounts for stock-based compensation awards to its directors, officers, and employees in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ~~The~~Previously, the Company, through a subsidiary, ~~has~~entered into multi-year employment agreements with certain employees. InSuch ~~general,~~agreements ~~each~~generally ~~employment~~contain ~~agreement contains~~ (a) an Initial Warrant that vested immediately and is exercisable at at a fixed exercise price and (b) Subsequent Warrants that vest over time and are exercisable at an exercise price calculated by multiplying a specified discount rate by the 10-day average stock price determined at the time of exercise. Generally, a Subsequent Warrants tranche vests in full at each anniversary of the employment agreement effective date, during the contractual term of employment. ~~See Note 18 – “STOCK-BASED COMPENSATION” for more information.~~

As stated above, some stock warrants issued in connection with these multi-year employment agreements are exercisable at a variable exercise price, a price equal to the discounted 10-day average stock price determined at the time of exercise. In general, 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, however, the Company remeasures compensation expense associated with these awards after the service period ends and until the warrant is exercised or expires. As such, the Company’s stock-based compensation expense contains components associated with (i) awards that have a fixed exercise price whose fair value is measured at the grant date and (ii) awards with a variable exercise price whose value is measured at the balance sheet date, including fully vested awards. The Company recognizes the income/expense component associated with the subsequent measure of fully vested awards as non-operating income/expense.

In the fiscal year ended March 31, ~~2023~~2024, ~~expense~~income recognized in connection with stock-based compensation awards was $~~160~~148,~~225~~267, ~~including:~~ ~~(a)~~primarily ~~compensatory expense of $13,207 and (b) income~~ associated with the subsequent measure of fully vested awards ~~(see preceding paragraph) of $173,432~~. In the fiscal year ended March 31, ~~2022~~2023, ~~income~~expense recognized in connection with stock-based compensation awards was ~~approximately~~ $~~2.3 million~~160,225, primarily ~~including~~consisting of: (a) compensatory expense of $~~186~~13,~~264~~207 and (b) income associated with the subsequent measure of fully vested awards ~~(see preceding paragraph)~~ of ~~approximately~~ $2194,004.~~5 million.~~

Lease Accounting

The Company determines if an arrangement is a lease at inception. Determining whether a contract contains a lease includes judgment regarding whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. The Company accounts for its lease obligations in accordance with ASC Topic 842, Leases, which requires lessees to, among other things, report on their balance sheets a right-of-use asset and a lease liability measured based on the present value of future lease payments over the term of the lease agreements for agreements classified as operating leases.

For all arrangements as a lessee, the Company has elected an accounting policy to combine non-lease components with the related-lease components and treat the combined items as a lease for accounting purposes. The Company measures lease related assets and liabilities based on the present value of lease payments, including in-substance fixed payments, variable payments that depend on an index or rate measured at the commencement date, and the amount the Company believes is probable the Company will pay the lessor under residual value guarantees when applicable. The Company discounts lease payments based on the Company’s estimated incremental borrowing rate at lease commencement (or modification), which is primarily based on the Company’s estimated credit rating, the lease term at commencement, and the contract currency of the lease arrangement. The Company has elected to exclude short term leases (leases with an original lease term less than one year) from the measurement of lease-related assets and liabilities.48

For all arrangements as a lessee, the Company has elected an accounting policy to combine non-lease components with the related-lease components and treat the combined items as a lease for accounting purposes. The Company measures lease related assets and liabilities based on the present value of lease payments, including in-substance fixed payments, variable payments that depend on an index or rate measured at the commencement date, and the amount the Company believes is probable the Company will pay the lessor under residual value guarantees when applicable. The Company discounts lease payments based on the Company’s estimated incremental borrowing rate at lease commencement (or modification), which is primarily based on the Company’s estimated credit rating, the lease term at commencement, and the contract currency of the lease arrangement. The Company has elected to exclude short term leases (leases with an original lease term one year or less) from the measurement of lease-related assets and liabilities.

The Company tests right-of-use assets in an operating or finance lease at the asset group level (because these assets are long-lived nonfinancial assets and should be accounted for the same way as other long-lived nonfinancial assets) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Foreign Currency Translation

~~During~~The ~~the~~Company ~~fiscal~~maintains ~~year~~a ~~ended~~legal ~~March~~entity ~~31,~~structure ~~2023,~~that ~~and~~would ~~2022~~allow management to expand its U.S.-based operation into certain key direct sales market in Asia, ~~approximately~~such ~~93%~~as ~~and~~Korea. ~~87%~~In 2021, ~~respectively~~through its wholly owned subsidiary, the Company commenced operations in the Republic of ~~our~~Korea (South ~~consolidated~~Korea). ~~net~~The ~~sales~~functional currency of the Korean subsidiary is the South Koran Won. Balance sheet accounts are ~~denominated in~~translated into U.S. dollars ~~Dollars.~~(USD, ~~During~~the Company’s reporting currency) at the ~~fiscal~~rates ~~year~~of ~~ended~~exchange ~~March~~in ~~31,~~effect ~~2023~~at the balance sheet date, while the results of operations and ~~2022,~~cash ~~sales~~flows ~~denominated~~are intranslated nousing ~~other~~average ~~currency~~exchange ~~accounted~~rates for ~~10%~~the orperiods ~~more~~presented. The resulting translation adjustments are recorded as a component of ~~net~~accumulated ~~sales~~other comprehensive gain/loss in the Company’s consolidated balance sheets. The following exchange rates between the South Korean Won and the USD are used to translate the Company’s Korean operation’s financial statements:

As part of its growth initiatives, the Company recently expanded operations outside the United States. 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. Individually material transactions, if any, are translated using the actual rate of exchange on the transaction date. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss in our consolidated balance sheets.

In 2021, through its wholly owned subsidiary, the Company commenced operations in the Republic of Korea (South Korea). The following exchange rates between the South Korean Won and the U.S. Dollar (“USD”) were used to translate the Company’s Korean operation’s financial statements:

	South Korean Won per 1 USD
	2023		2022
	2024		2023
Exchange rate as of March 31st		1,~~302~~346.3142		1,~~212~~302.9931
Average exchange rate for the fiscal year then ended		1,~~309~~319.2086		1,~~167~~309.3920

During the fiscal year ended March 31, 2024 and 2023, approximately 95% and 93%, respectively, of the Company’s net sales are denominated in U.S. Dollars. During the fiscal year ended March 31, 2024, and 2023, sales denominated in no other currency accounted for 10% or more of net sales.

Income Taxes

The Company uses the asset and liability method and follows ASC Topic 740 – Income Taxes (“ASC 740”) in accounting for its income taxes. The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (“temporary differences”). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which temporary differences are anticipated to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in measuring results of operations in the period that includes the enactment date. Deferred tax assets are evaluated periodically, and a valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount expected to be realized unless it is more-likely-than-not that the assets will be realized in full. When assessing whether it is more-likely-than-not that the deferred tax assets will be realized, management considers multiple factors, including recent earnings history, expectations of future earnings, available carryforward periods, the availability of tax planning strategies, and other relevant quantitative and qualitative factors.

In determining the provision for income taxes, an annual effective income tax rate is used based on annual income, permanent differences between book and tax income, and statutory income tax rates. Accounting for income taxes involves judgment and the use of estimates.

The Company recognizes a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in its tax returns, unless the weight of available evidence indicates it is more-likely-than-not that the tax position will be sustained on audit, including resolution through available appeals processes. We measure the tax position as the largest amount which is more-likely-than-not of being realized. The Company considers many factors when evaluating and estimating the Company’s tax positions, which may require periodic adjustments when new facts and circumstances become known. See Note 15 – “INCOME TAXES” for more information about the Company’s accounting for income taxes.49

~~Investments~~The Company recognizes a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in its tax returns, unless the weight of available evidence indicates it is more-likely-than-not that the tax position will be sustained on audit, including resolution through available appeals processes. We measure the tax position as the largest amount which is more-likely-than-not of being realized. The Company considers many factors when evaluating and estimating the Company’s tax positions, which may require periodic adjustments when new facts and circumstances become known.

Investments in which the Company has the ability to exercise significant influence, but does not have a controlling interest, are accounted for using the equity method of accounting. Significant influence is generally considered to exist when the Company has voting shares representing 20% to 50%, and other factors, such as representation on the board of directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. Under this method of accounting, the Company records its proportionate share of the net earnings or losses of equity method investments and a corresponding increase or decrease in the investment balances. Dividends received from equity method investments are recorded as reductions in the cost of such investments. The Company generally considers an ownership interest of 20% or higher to represent significant influence. The Company accounts for the investments in entities over which it has neither control nor significant influence, and no readily determinable fair value is available, using the investment’s cost minus any impairment, if necessary.

Investments are evaluated for impairment when facts or circumstances indicate that the fair value of a long-term investment is less than the carrying value. An impairment loss is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near-term prospects of the investment; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

Related Parties

A party is considered to be related to the Company if it, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its separate interests.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the increase or decrease in stockholders’ equity during a period as a result of transactions and other events and circumstances, excluding transactions resulting from investments by owners and distributions to owners. For each of the fiscal years presented herein, the Company’s components of comprehensive loss included net loss and foreign currency translation adjustments, as reported in the consolidated statements of operations and comprehensive loss.

Segment Reporting

The Company follows ASC Topic 280, Segment Reporting. The Company’s management reviews the Company’s consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and has determined that the Company’s reportable segments are: (a) the sale of health and wellness products, and (b) the sale of member-based travel services. ~~See Note 20 – “BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION” for more information about the Company’s reportable segments.~~

Recently Issued Accounting Standard - Pending Adoption

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

NOTE 4 – FAIR VALUE MEASUREMENTS

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

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

4950

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

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

	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	$	-

	Total		Level 1		Level 2		Level 3
	As of March 31, 2022
	Total		Level 1		Level 2		Level 3
Assets
Investment in unconsolidated entities	$	5,063,940	$	-	$	-	$	5,063,940
Total assets	$	5,063,940	$	-	$	-	$	5,063,940
Liabilities
Convertible notes payable	$	5,840,000	$	-	$	5,790,000	$	50,000
Total liabilities	$	5,840,000	$	-	$	5,790,000	$	50,000

Certain of the Company’s investments in unconsolidated entities are valued for purposes of this disclosure using unobservable inputs, since there are no observable market transactions for such investments. The fair value of notes receivable approximates the carrying value due to the short-term nature of the note.

~~Certain~~As of ~~the~~March ~~Company’s~~31, ~~investments~~2024, inconvertible ~~unconsolidated~~notes ~~entities~~payable ~~are~~(including ~~valued~~current ~~for~~maturities) ~~purposes of this disclosure using unobservable inputs, since there~~ are noreported ~~observable~~in ~~market~~our ~~transactions~~consolidated ~~for~~financial ~~such~~statements ~~investments. The~~ at fair value of ~~notes~~approximately ~~receivable approximates the carrying value~~$0.5 ~~due to the short-term nature of the note~~million. ~~See Note 6 below for more information about our notes receivable.~~

As of March 31, 2023, notes payable (including current maturities) are reported in our consolidated financial statements at amortized ~~cost~~ cost of $27.0 million, less unamortized debt discount and deferred financing costs, in the aggregate, of approximately $2.2 ~~million.~~ ~~As of March 31, 2022, convertible notes payable (including current maturities) are reported in our consolidated financial statements at amortized cost of approximately $30.1~~ million~~, less unamortized debt discount of approximately $20~~.2 million. Notes payable and certain convertible notes payable are valued for purposes of this disclosure using discounted cash flows and observable interest rates whenever available. See Notes 10 and 12 below for more information about our notes and convertible notes payable.

NOTE 5 – LOSS PER SHARE

The Company calculates basic loss per share by dividing net loss available 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 our outstanding convertible Preferred Stock, convertible notes payable, stock warrants and other commitments to issue Common Stock, except where the impact would be anti-dilutive, as defined in GAAP.

The following table sets forth the computations of basic and diluted earnings (loss) per share for the periods indicated:

	2024			2023
	Fiscal Year Ended March 31,
	2023			2022
	2024			2023
Net loss	$	(376,~~685~~711,~~163~~537	)	$	(1737,~~106~~685,~~497~~163	)
Weighted average basic and diluted shares		~~274~~374,~~108~~987,~~025~~603			~~206~~274,~~211~~108,~~711~~025
Loss per share:
Basic and diluted	$	(0.1402	)	$	(0.0814	)

5051

The following potentially dilutive securities and instruments were outstanding on the dates indicated, but excluded from the table above because their impact would be anti-dilutive:

	2024		2023
	As of March 31,
	2023		2022
	2024		2023
Convertible notes payable		~~663~~333,~~546~~333,~~451~~333		~~158~~663,~~403~~546,~~141~~451
Stock warrants		~~669~~200,~~010~~933,~~148~~515		68669,~~475~~010,~~290~~148
Convertible Preferred Stock		6,320,000		76,~~307~~320,~~589~~000
Total potential incremental shares		1540,~~338~~586,~~876,599~~848		~~234~~1,~~186~~338,~~020~~876,599

NOTE 6 – ~~NOTES~~TRADE ACCOUNTS RECEIVABLE, NET

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

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

	2024			2023
	As of March 31,
	2024			2023
Trade accounts receivable	$	420,135		$	344,841
Allowance for credit losses		(139,342	)		(71,167	)
Trade accounts receivable, net	$	280,793		$	273,674

OnTrade ~~August~~accounts ~~29,~~receivable ~~2022,~~as ~~the~~of ~~Company~~March ~~and~~31, ~~1044Pro~~2024 ~~entered~~and ~~into~~2023 anincludes ~~agreement~~amount todue ~~modify~~from ~~the~~a ~~Revolving~~merchant ~~Promissory~~processor ~~Note~~of ~~dated~~approximately ~~January 26~~$280,793 ~~2022.~~and ~~In accordance with the amendment, the Company agreed to lend~~ $~~125~~10,~~000~~348, ~~to 1044 for a 20% membership interest in 1044Pro~~respectively. The ~~loan~~following istable ~~secured by~~reflects the ~~assets~~activity ofin ~~1044Pro~~the asallowance ~~well~~for ascredit bylosses afor ~~personal~~the ~~guaranty~~periods ~~executed by a member of 1044Pro.~~presented:

~~On January~~SCHEDULE ~~14,~~OF ~~2022,~~ALLOWANCE ~~the~~FOR ~~Company~~CREDIT and MojiLife, LLC (“MojiLife”), an unconsolidated subsidiary of the Company, entered into a loan agreement pursuant to which the Company agreed to provide to MojiLife a loan in the amount of $150,000. Borrowings are payable in equal monthly installment of $8,333 and are due in full on July 14, 2023.LOSSES

On a quarterly basis, the Company evaluates the collectability of its notes receivable and reviews current economic trends and its historical collection data to determine the adequacy of its allowance for impairment losses based on its historical collection data and other relevant information. An estimate for impairment losses is recognized when collection of the full amount is no longer probable. Note receivable balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

	2024		2023
	Fiscal Year Ended March 31,
	2024		2023
Balance at beginning of fiscal year	$	71,167	$	-
Provision for credit losses		68,175		71,167
Balance at end of fiscal year	$	139,342	$	71,167

Notes receivable consist of the following:

SCHEDULE OF NOTES RECEIVABLE

	As of March 31,
	2023			2022
1044Pro	$	666,875		$	436,520
MojiLife		233,237			150,000
Other		15,000			15,000
Subtotal		915,112			601,520
Allowance for impairment losses		(915,112	)		(601,520	)
Total Notes Receivable	$	-		$	-

The following table reflects the activity in the allowance for impairment losses for the periods presented:

SCHEDULE OF ACTIVITY ALLOWANCE FOR IMPAIRMENT LOSSES

	2023		2022
	Fiscal Year Ended March 31,
	2023		2022
Balance at beginning of fiscal year	$	601,520	$	114,599
Provision for estimated impairment losses		313,592		491,921
Write-offs and recoveries		-		(5,000	)
Balance at end of fiscal year	$	915,112	$	601,520

NOTE 7 – INVENTORY, NET

Inventory consists of the following:

SCHEDULE OF INVENTORY

	2024			2023
	As of March 31,
	2023			2022
	2024			2023
Finished Goods	$	2,517,046		$	4,482,291
Finished goods	$	2,878,569		$	2,517,046
Allowance for obsolescence		(880,926	)		(108,055	)
Promotional items		5,940			-
Inventory, net	$	1,636,120		$	4,374,236
Raw materials		77,902			-
Allowance for obsolescence		(1,643,749	)		(880,926	)
Inventory, net	$	1,318,662		$	1,636,120

~~The decrease in finished goods as of March 31, 2023, compared to as of March 31, 2022, reflects the decline in sales volume for the Company.~~52

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

	2023			2022
	2024			2023
	Fiscal Year Ended March 31,
	2023			2022
	2024			2023
Balance at beginning of fiscal year	$	~~108~~880,~~055~~926		$	85108,~~058~~055
Provision for estimated obsolescence		1778,~~788,999~~445			~~635~~1,~~137~~788,999
Write-offs and recoveries		(1,016,128	)		(612,140	)
Write-offs		(15,622	)		(1,016,128	)
Balance at end of fiscal year	$	~~880~~1,~~926~~643,749		$	~~108~~880,~~055~~926

NOTE 8 – OTHER CURRENT ASSETS, NET

Other current assets consist of the following:

SCHEDULE OF OTHER CURRENT ASSETS

	2024			2023
	As of March 31,
	2023			2022
	2024			2023
Prepaid consulting fees, related party	$	-		$	2,867,123
Inventory-related deposits	$	252,867		$	288,649
Inventory-related deposits		288,649			384,477
Accounts receivable, related parties		-			167,578
Accounts receivable, related parties		167,578			-
Prepaid insurance and other operational expenses		31,598			105,652
Prepaid insurance and other operational expenses		105,652			201,275
Deposits for sales events		23,850			120,614
Deposits for sales events		120,614			222,540
Right to recover asset		-			20,975
Right to recover asset		20,975			15,632
Subtotal		308,315			703,468
Subtotal		703,468			3,691,047
Allowance for losses		(175,641	)		(175,641	)
Allowance for losses		(175,641	)		(179,765
Other current assets	$	132,674		$	527,827
Other current assets	$	527,827		$	3,511,282

Prepaid consulting fees represent the fair value on the grant date of stock warrants issued to DSS in January 2022 for consulting services to be rendered over a year from the issue date (see Note 16, “RELATED PARTY TRANSACTIONS” for more information). On February 3, 2023, the Company mutually agreed with DSS to enter into a Letter Agreement (the “DSS Letter Agreement”), pursuant to which the Company and DSS have agreed to terminate and release all obligations of the Consulting Agreement effective as of December 31, 2022. In accordance with the DSS Letter Agreement, the Company also agreed to issue 33,333,333 shares of the Company’s Common Stock in lieu of cash payment to satisfy the accrued and unpaid service fees equal to $700,000 owed to DSS under the Consulting Agreement.

Prepaid insurance and other operational expenses 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.

Right to recover asset is associated with our customers’ right of return and is expected to be realized in one year or less.

InAs ~~the~~of ~~fiscal year ended~~ March 31, ~~2022~~2024 and 2023, the ~~Company~~allowance ~~recognized a provision~~ for losses in connection with certain inventory-related deposits for which recoverability is less than certain was approximately $176,000.

NOTE 9 – PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

~~SUMMARY~~SCHEDULE OF PROPERTY AND EQUIPMENT

	2024			2023
	As of March 31,
	2023			2022
	2024			2023
Building and building improvements	$	~~8,952,555~~-		$	8,~~976~~952,~~878~~555
Computer software		1,024,274			~~875~~1,~~925~~024,274
Furniture and fixtures		~~237~~285,~~042~~732			237,~~045~~042
Computer equipment		220,264			~~223~~220,~~424~~264
Leasehold improvements and other		~~394~~399,306			~~263~~394,~~208~~306
Total property and equipment		101,~~828~~929,~~441~~576			10,~~576~~828,~~480~~441
Impairment of property and equipment		-			(100,165	)
Accumulated depreciation and amortization		(1,689,633	)		(1,558,248	)
Accumulated depreciation and amortization		(1,558,248	)		(891,174	)
Property and equipment, net	$	239,943		$	9,270,193
Property and equipment, net	$	9,270,193		$	9,585,141

Depreciation and amortization expense in connection with the Company’s property and equipment for the fiscal year ended March 31, ~~2023,~~2024 and ~~2022~~ 2023 was $~~583~~427,~~369~~422 and $~~534~~583,~~371~~369, respectively. ~~During the fiscal year ended March 31, 2022, the Company recognized an impairment loss of $100,165 in connection with its formal plans to reorganize its Korean operations.~~

52In December 2021, the Company, through its subsidiary, Linden Real Estate Holdings LLC, purchased a commercial building in Lindon, Utah for $8,942,640, including $3,675,000 allocated to land. The capitalized costs include legal and other professional fees incurred directly in connection with the purchase of the property. On June 15, 2022, the Company and American Pacific Bancorp, Inc. (“APB”) entered a Loan Agreement pursuant to which APB loaned to the Company approximately $5.7 million. The loan was secured by a first mortgage interest on the Lindon, Utah building. 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 building located in Lindon, Utah, subject to the assumed indebtedness.

In December 2021, the Company, through as subsidiary, purchased an office building in Lindon, Utah for $8,942,640, including $3,675,000 allocated to land. The capitalized costs include legal and other professional fees incurred directly in connection with the purchase of the property. On June 15, 2022, the Company and American Pacific Bancorp, Inc. (“APB”) entered a Loan Agreement pursuant to which APB loaned to the Company approximately $5.7 million. The loan is secured by a first mortgage interest on the Lindon, Utah building. See NOTE 16, “RELATED PARTY TRANSACTIONS” for more information.53

NOTE 10 – INVESTMENT IN UNCONSOLIDATED ENTITIES, NET

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

The Company carries its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock at fair value in accordance with U.S. GAAP. During the fiscal year ended March 31, 2022, the Company recognized unrealized gains, before income tax, of $3.7 million in connection with its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock. During the fiscal year end March 31, 2023, the Company recognized unrealized losses, before income tax, of approximately $4.9 million in connection with its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock.

InEffective ~~September~~June ~~2021~~30, ~~the~~2023, ~~Company~~subject ~~entered~~to ~~into~~the terms of a ~~Membership~~certain ~~Unit~~Loan Purchase ~~Agreement~~Contract, ~~pursuant~~Assignment toof ~~which~~Note ~~the~~and ~~Company~~Liens ~~acquired~~and aOther ~~30.75%~~Loan ~~equity interest~~Documents, inand ~~MojiLife~~Note Allonge document, aDSSI ~~limited~~purchased ~~liability~~from ~~company~~SHRG ~~organized~~the Stemtech promissory note in the ~~State~~amount of ~~Utah~~$1.4 million, along with all SHRG’s rights in ~~exchange~~any Stemtech warrants, for a purchase price of $1~~,537,000~~.1 ~~MojiLife~~million, iswith anthe ~~emerging~~financial terms generally summarized as follows: (a) DSSI paid ~~growth~~the ~~distributor~~$1.1 ofmillion ~~technology-based~~purchase ~~consumer~~price ~~products~~by crediting the $27.0 million loan, ~~such~~first asto ~~cordless~~interest ~~scent~~and ~~diffusers~~then to principal, ~~for~~and (b) DSSI acquired ownership of the ~~home~~$1.4 million promissory note payable by Stemtech, free and clear of any liens, and any equity or warrant interest in the ~~car~~Stemtech that SHRG may have held. As of September 30, 2023, as ~~well~~a asresult ~~proprietary home~~of ~~cleaning~~the ~~products~~transaction, ~~and~~the ~~accessories~~Company no longer has an investment in Stemtech.

In September 2021, the Company entered into a Membership Unit Purchase Agreement pursuant to which the Company acquired a 30.75% equity interest in MojiLife, a limited liability company organized in the State of Utah, in exchange for $1,537,000. MojiLife is a distributor of technology-based consumer products, such as cordless scent diffusers, for the home and the car, as well as proprietary home cleaning products and accessories. 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 MojiLife 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 into an Exchange Agreement whereby SHRDV relinquished and surrendered its 30.75% LLC unit ownership interest in Seller.

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~~SCHEDULE OF INVESTMENT IN UNCONSOLIDATED ENTITIES

	2023			2022
	2024			2023
	As of March 31,
	2023			2022
	2024			2023
Investment in detachable GNTW stock warrant	$	~~143,641~~-		$	3143,~~570,000~~641
Investment in GNTW common stock		~~18,300~~-			~~393~~18,~~141~~300
Investment in Stemtech convertible note		~~44,290~~-			144,~~100,799~~290
Investment in MojiLife		~~1,537,000~~-			1,537,000
Subtotal		~~1,743,231~~-			61,~~600~~743,~~940-~~231
Allowance for impairment losses		~~(1,537,000~~-	)		(1,537,000	)
Investments	$	~~206,231~~-		$	5206,~~063,940~~231

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 fill 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.

The following table reflects the activity in the allowance for impairment losses for the periods presented:

SCHEDULE OF ALLOWANCE FOR IMPAIRMENT LOSSES

	2023		2022
	Fiscal Year Ended March 31,
	2023		2022
Balance at beginning of fiscal year	$	1,537,000	$	-
Provision for estimated impairment losses		-		1,537,000
Balance at end of fiscal year	$	1,537,000	$	1,537,000

NOTE 11 – NOTES PAYABLE

Notes payables consist of the following:

SCHEDULE OF NOTES PAYABLE

	2023			2022
	2024			2023
	As of March 31,
	Fiscal Year Ended March 31,
	2023			2022
	2024			2023
American Pacific Bancorp, Inc. – Linden building	$	5,594,253		$	-
Balance at beginning of fiscal year	$	1,537,000		$	1,537,000
American Pacific Bancorp, Inc. – Revolving Note		1,530,569			-
Write-off		(1,537,000	)		-
Unamortized discount and deferred financing costs		(202,779	)		-
Balance at end of fiscal year	$	-		$	1,537,000
Notes Payable	$	6,922,043		$	-

InNOTE ~~May~~11 ~~2020,~~– ~~the~~NOTES ~~Company was granted a loan (the “PPP Loan”) by a commercial bank in the amount of $1~~PAYABLE,~~040,400,~~ ~~pursuant~~RELATED to the Paycheck Protection Program features of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”). The Company’s borrowings under the PPP Loan were eligible for loan forgiveness pursuant to the CARES Act. As of March 31, 2021, loan principal in the amount of $1,040,400, excluding accrued but unpaid interest of $8,922, was outstanding. In May 2021, the Company was notified by the lender that the Company’s obligations under the PPP Loan were forgiven effective May 25, 2021.PARTY

OnNotes ~~June~~payables ~~15,~~consist ~~2022, Linden Real Estate Holdings, LLC, a wholly owned subsidiary~~ of the Company, American Pacific Bancorp, Inc. (“APB”), and the Company entered into a Loan Agreement pursuant to which APB loaned the Company approximately $5.7 million. The loan bears interest at the annual rate of 8%, matures on June 1, 2024, and is secured by a first mortgage interest on the Company’s Lindon, Utah office building. In connection with this loan, the Company received net proceeds of $5,522,829 from APB on June 17, 2022. APB is a subsidiary of DSS. Heng Fai Ambrose Chan, Frank D. Heuszel and John “JT” Thatch, each a Director of the Company, also serve on the Board of Directors of DSS, and Messrs. Chan and Heuszel also serve on the Board of Directors of APB. Monthly payments of principal and interest in the amount of $43,897 have been made since July 1, 2022, and are payable on the same date of each month thereafter. The Company paid $418,323 in principal and interest related to the loan for the twelve months ended March 31, 2023.following:

OnSCHEDULE ~~August~~OF ~~11,~~NOTE ~~2022,~~PAYABLE ~~the~~RELATED Company executed a revolving credit promissory note with APB (“the APB Revolving Note”) pursuant to which the Company has access to advances with a maximum principal balance not to exceed the principal sum of $10 million. The APB Revolving Note included origination fees of $600,000. The Note is collateralized by the assets of the Company, and it bears interest at the annual rate of 8% and such interest shall be due and payable quarterly. Interest payments on the loan are due and payable on the last day of each consecutive third calendar month until the maturity date of August 12, 2024. As of March 31, 2023, the Company had $1.5 million outstanding under the APB Revolving Note and accrued interest of $54,384.PARTY

	2024		2023
	As of March 31,
	2024		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 million (the “APB Loan”). The APB Loan would mature on June 1, 2024, bore interest at the annual rate of 8%, with interest payable in equal monthly installments of $43,897 commencing on July 1, 2022 (with the remainder due on June 1, 2024). The loan was secured by a first mortgage interest on the Company’s Lindon, Utah office building. In connection with this loan, the Company received net proceeds of $5,522,829 from APB on June 17, 2022. APB is a subsidiary of DSS. The Company paid $418,323 in principal and interest related to the loan for the twelve months ended March 31, 2023.

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 million. The APB Revolving Note included origination fees of $600,000. The APB Revolving Note was collateralized by the assets of the Company, and it bore interest at the annual rate of 8%. On December 9, 2022, APB and the Company mutually agreed to limit and/or end any further commitment by APB to fund or to readvance under the terms of the APB Revolving Note to $6.0 million. As of March 31, 2023, the Company had $1.5 million outstanding under the APB Revolving Note and accrued interest of $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 million in SHRG liabilities (namely, all amounts due under the APB Loan and the APB Revolving Note), (b) DSSI credited SHRG approximately $240,000 towards amounts owned 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.

NOTE 12 – ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following:

~~SUMMARY~~SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES

	2023		2022
	2024		2023
	As of March 31,
	2023		2022
	2024		2023
Deferred sales revenues	$	~~246~~162,~~811~~207	$	~~547~~246,~~217~~811
Liability associated with uncertain tax positions		925,~~795~~786		~~921~~925,~~987~~795
Accrued interest payable		~~536~~5,~~123~~833		26536,~~926~~123
Payroll and employee benefits		~~329~~206,~~762~~426		~~478~~329,~~360~~762
Settlement liability, current portion		-		341,919
Lease liability, current portion		21,909		41,385
Lease liability, current portion		41,385		134,578
Other accruals		1,289,790		552,894
Other accruals		552,894		628,795
Accrued and other current liabilities	$	2,611,951	$	2,632,770
Accrued and other current liabilities	$	2,632,770	$	3,079,782

Lease liability, current portion, represents obligations due withing one year under operating leases for office space, automobiles, and office equipment. ~~See Note 14 – “LEASES” below for more information.~~ Other accruals asinclude ofprimarily ~~March 31, 2023, and 2022, includes accruals due to related parties and other~~ operational accruals.

NOTE 13 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY

Convertible notes payable consists of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	Maturity	Interest				Conversion Price			As of March 31,
Issuance Date	Date		Rate				(per share)			2024			2023
Issuance Date	Date	Rate				(per share)			2023			2022
	Maturity		Interest				Conversion Price			As of March 31,
April 2021	April 2024		8	%		$	N/A		$	27,000,000		$	30,000,000
Issuance Date	Date		Rate				(per share)			2024			2023
October 2017	October 2022		12	%		$	0.15			-			50,000
June 2022	June 2024			8	%			N/A		$	-		$	27,000,000
Total convertible notes payable										27,000,000			30,050,000
January 2024	July 2024			10	%			See Note			250,000			-
Unamortized debt discount and deferred financing costs										(2,172,914	)		(20,151,230	)
March 2024	March 2027			6	%		$	0.0012			250,000			-
Subtotal										24,827,086			9,898,770
Total convertible notes payable											500,000			27,000,000
Less: current portion of convertible notes payable										24,827,086			9,898,770
Unamortized debt discount and deferred financing costs											-			(2,172,914	)
Long-term convertible notes payable									$	-		$	-
Change in fair value of embedded derivatives											87,303			-
Subtotal											587,303			24,827,086
Less: current portion of convertible notes payable											262,782			24,827,086
Long-term convertible notes payable										$	324,521		$	-

~~The~~Note: ~~Company’s~~The ~~convertible~~price ~~notes~~for ~~are~~conversion ~~convertible, at the option~~ of ~~the~~Principal ~~holder,~~Amount into shares of ~~the Company’s~~ Common Stock atshall be the ~~conversion~~ ~~prices~~average ~~indicated~~closing ~~above.~~market ~~The~~price ~~April~~within ~~2018~~last ~~convertible~~three trading ~~note~~days ~~was~~of ~~paid~~the inCommon ~~full~~Stock inform ~~March~~the ~~2022~~date of Conversion Notice.

In October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $50,000 (the “Note”) to HWH International, Inc. (“HWH” or the “Holder”). HWH is affiliated with Heng Fai Ambrose Chan, who became a Director of the Company in April 2020. The Note is convertible into 333,333 shares of the Company’s Common Stock. Concurrent with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the Company’s Common Stock, at an exercise price of $0.15 per share. Under the terms of the Note and the detachable stock warrant, the Holder is entitled to certain financing rights. On August 9, 2022, HWH and the Company executed an agreement to settle the Note and cancel the related stock warrant for $78,635, which amount represents the principal plus accrued interest. The Company made the payment to HWH on August 9, 2022.56

54On 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 million (the “Note”) in favor of DSSI, and (b) a detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share, and DSSI loaned to the Company $30.0 million. DSSI, is a subsidiary of DSS, Inc. (“DSS”), and, together with DSS, is a shareholder of the Company. Under the terms of the Note, the Company agreed to pay to DSSI a loan Origination Fee of $3.0 million, payable in shares of the Company’s Class A Common Stock, at the rate of $0.20 per share. The Note bore interest at the annual rate of 8%, with a maturity date of April 5, 2024, subject to certain accelerated provisions upon the occurrence of an Event of Default, as was defined in the Note. At any time during the term of the Note, all or part of the Note, including the principal amount less unamortized prepaid interest, if any, plus any accrued interest could have been converted into shares of the Company’s Class A Common Stock at the rate of $0.20 per share, at the option of the holder. Interest on the Note was pre-payable annually in cash or in shares of the Company’s Class A Common Stock, at the option of the Company, except that interest for the first year was pre-payable in shares of the Company’s Class A Common Stock, at the rate of $0.20 per share. As further discussed below, the Note and the detachable Warrant were redeemed in June 2022.

InOn ~~April~~June ~~2021~~15, 2022, the Company and ~~Decentralized~~DSSI ~~Sharing Systems~~which, ~~Inc.~~together ~~(“DSSI”)~~with ~~entered~~DSS, ~~into~~ a ~~Securities~~major ~~Purchase~~shareholder ~~Agreement~~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 $3027.0 million (the “~~2021~~2022 Note”) in favor of DSSI, and (b) a detachable Warrant to purchase up to ~~150~~818,~~000~~181,~~000~~819 shares of the Company’s Class A Common Stock, at the exercise price of $0.22 033 per share,. ~~and~~The ~~DSSI~~2022 ~~loaned~~Note tobore interest at the ~~Company~~annual ~~$30.0~~rate ~~million.~~of ~~DSSI~~8%, iswas adue ~~subsidiary~~and ofpayable on ~~DSS~~demand or, ~~Inc.~~if ~~(formerly~~no ~~Document~~demand, ~~Security~~on ~~Systems~~May 1, ~~Inc~~2024.~~) (“DSS”),~~ ~~and,~~At ~~together~~any ~~with~~time ~~DSS~~during the term of the 2022 Note, ~~then~~all aor ~~majority~~part ~~shareholder~~of the Note may be converted into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. Under the terms of the ~~loan~~agreement, the Company agreed to pay to DSSI a loan origination fee of $3270,000.0 ~~million~~In addition, ~~payable~~DSSI inagreed ~~shares~~to ofsurrender to the Company all DSSI’s rights ~~Class~~pursuant Ato: ~~Common~~(a) ~~Stock,~~a atcertain Convertible Promissory Note in the ~~rate~~principal amount of $030.200 ~~per~~million ~~share.~~issued Inby ~~connection~~the ~~with~~Company ~~the~~in ~~issuance~~April 2021 ofin ~~the~~favor ~~2021~~of ~~Note~~DSSI, and ~~the~~(b) a certain detachable Warrant, ~~the~~to ~~Company~~purchase ~~allocated~~up ~~$15.0~~to ~~million~~150,000,000 shares of the ~~net~~Company’s ~~proceeds~~Class ~~from~~A ~~the~~Common Stock, ~~loan~~at to$0.22 ~~the~~per ~~detachable Warrant~~share, ~~allocated~~issued concurrently with such $1230.0 million ofnote. ~~the~~The ~~net~~Company ~~proceeds~~recognized to the ~~beneficial~~transaction ~~conversion~~with ~~feature embedded~~DSSI inas ~~the~~a ~~2021~~debt extinguishment ~~Note~~in ~~and~~accordance ~~recognized~~with ~~deferred~~GAAP. ~~financing~~Since ~~costs~~DSSI ofis ~~$3.0~~a ~~million.~~related ~~During~~party, the ~~fiscal~~difference ~~year~~between ~~ended~~the ~~March~~fair ~~31,~~value ~~2022,~~of the ~~Company~~new equity ~~issued~~instruments ~~27,000,000~~and ~~shares~~the ofcarrying ~~its~~value ~~Class~~of Athe ~~Common~~retired ~~Stock~~equity toinstruments ~~DSSI,~~was ~~including~~recognized ~~15,000,000~~in ~~shares~~additional paid in ~~payment~~capital ofon the ~~loan origination fee discussed~~Company’s ~~above~~consolidated ~~and~~balance ~~12,000,000~~sheet. ~~shares~~Since inDSSI ~~prepayment~~is ofa ~~interest~~related ~~for~~party, the ~~first~~difference ~~year.~~between Inthe ~~connection~~fair ~~therewith,~~value of the ~~Company~~new ~~recognized~~equity ainstruments ~~deemed~~and ~~dividend~~the ofcarrying ~~$1,080,000~~value ~~for~~of the ~~excess~~retired ofequity ~~the~~instruments ~~fair~~was ~~value~~recognized as a capital contribution of ~~the~~$2.0 ~~shares~~million ~~issued~~within ~~over~~additional paid-in capital in the ~~amounts~~Company’s ~~settled~~consolidated financial statements.

In June 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock (the “Warrant”), at $0.033 per share. At any time during the term of the 2022 Note, all or part of the Note was convertible into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. In connection with the SPA, DSSI surrendered to the Company all DSSI’s rights pursuant to: (a) the Convertible Promissory Note in the principal amount of $30.0 million discussed in the preceding paragraph, and (b) the detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock discussed in the preceding paragraph. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity instruments was recognized as a capital contribution of $2.0 million within additional paid-in capital in the Company’s consolidated financial statements.

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

InEffective June 30, 2023, the ~~fiscal~~Company ~~year~~and ~~ended~~DSSI ~~March~~entered ~~31,~~into ~~2023~~two transactions, ~~and~~involving ~~2022,~~the ~~interest~~sale ~~expense~~of ~~associated~~certain ~~with~~assets of the Company’s ~~convertible~~to ~~notes~~DSSI, ~~was~~pursuant ~~approximately~~to ~~$2.2 million~~which ~~and~~DSSI ~~$2.4 million~~credited, ~~excluding~~in ~~amortization~~the ofaggregate, ~~debt~~$641,790 ~~discounts~~to ~~and~~principal ~~deferred~~outstanding ~~financing~~on ~~fees~~the of2022 ~~approximately $10~~Note.~~0 million~~ ~~and~~In ~~$9.9 million~~addition, ~~respectively.~~effective ~~These~~June ~~amounts~~30, ~~are~~2023, ~~included~~DSSI also credited, in ~~interest~~the ~~expense~~aggregate, ~~net~~$546,000 in ~~our~~accrued ~~consolidated~~interest ~~statements~~due on the 2022 Note in connection with transactions involving the sale of ~~operations~~certain assets to DSSI.

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.

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

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

During the fiscal year ended March 31, 2024, and 2023, interest expense associated with the Company’s convertible notes was approximately $0.2 million and $2.2 million, excluding amortization of debt discounts and deferred financing fees of approximately $2.0 million and $10.0 million, respectively. These amounts are included in interest expense, net, in our consolidated statements of operations.

NOTE 14 – LEASES

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

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

Assets	Classification	~~2023~~2024		~~2022~~2023
		As of March 31,
Assets	Classification	~~2023~~2024		~~2022~~2023
Operating leases	Right-of-use assets, net	$	~~448~~403,~~240~~107	$	~~593~~448,~~389~~240
Total lease assets		$	~~448~~403,~~240~~107	$	~~593~~448,~~389~~240
Liabilities
Operating leases	Accrued and other current liabilities	$	4121,~~385~~909	$	~~134~~41,~~578~~385
Operating leases	Lease liability, long-term		~~440~~416,~~478~~277		~~461~~440,~~515~~478
Total lease liabilities		$	~~481~~438,~~863~~186	$	~~596~~481,~~093~~863

Expense pertaining to the Company’s leases for the periods indicated is as follows:

SCHEDULE OF OPERATING LEASE COSTS

Lease cost	Classification	2024		2023
		Fiscal Year Ended March 31,
Lease cost	Classification	~~2023~~2024		~~2022~~2023
Operating lease cost	General and administrative expenses	$	~~303~~112,~~157~~413	$	~~585~~303,~~015~~157
Operating lease cost	Depreciation and amortization		-		-
Operating lease cost	Interest expense, net		-		-
Total lease cost		$	~~303~~112,~~157~~413	$	~~585~~303,~~015~~157

The Company’s lease liabilities are payable as follows:

Twelve months ending March 31,	Amount
2024	$	9721,~~977~~909
2025		~~100~~50,~~757~~726
2026		103,536
2027		106,316
2028		109,095
Thereafter		~~196~~197,~~441~~345
Total remaining payments		~~714~~588,~~122~~927
Less imputed interest		~~232~~(150,~~259~~741	)
Total lease liability	$	~~481~~438,~~863~~186

NOTE 15 – INCOME TAXES

~~Our~~The ~~consolidated~~Company’s provision for (benefit from) income taxes is as follows:

SCHEDULE OF PROVISION FOR INCOME TAXES

	Fiscal Year Ended March 31,
		2024		2023
	2023		2022
		Fiscal Year Ended March 31,
		2024		2023
Current:
Federal	$	-	$	~~(2,098,199~~-	)
State and local		-		~~100,568~~-
Foreign		-		-
Total current		-		~~(1,997,631~~-	)
Deferred:
Federal		-		~~(1,038,359~~-	)
State and local		-		-
Foreign		-		-
Total deferred		-		~~(1,038,359~~-	)
Total consolidated income tax benefit	$	-	$	~~(3,035,990~~-	)

Our consolidated effective income tax rate reconciliation is as follows:

	2023			2022
	2024			2023
	Fiscal Year Ended March 31,
	2023			2022
	2024			2023
Federal statutory rate		21.0	%		21.0	%
State and local income taxes		-			~~(0.5~~-	)
Change in valuation allowance for NOL carry-forwards		(21.0	)		(621.70	)
Stock warrant transactions and other items		-			~~1.3~~-
Effective income tax rate		-	%		~~15.1~~-	%

Our deferred tax asset (liability) is as follows:

Deferred tax assets:	2024			2023
	As of March 31,
Deferred tax assets:	~~2023~~2024			~~2022~~2023
Share-based compensation	$	~~928,525~~-		$	~~972~~928,~~043~~525
Accruals and reserves not currently deductible		2			~~649,113~~2
Impairment of investments and inventory		~~661~~707,~~050~~699			~~660~~661,~~904~~050
Other		~~215~~99,~~542~~294			~~141~~215,~~349~~542
Total deferred tax assets		1806,~~805,119~~995			21,~~423~~805,~~409~~119
Less: valuation allowance		(1806,~~805,119~~995	)		(21,~~342~~805,~~204~~119	)
Total deferred tax assets, net	$	-		$	~~81,205~~-

During the fiscal year ended March 31, ~~2023,~~2024 and ~~2022~~2023, the Company recognized a valuation allowance of approximately $1.8 million and $21.3 8 million, respectively, connection with certain deferred tax assets because of significant uncertainty about the Company’s ability to to generate sufficient earnings in the foreseeable future to realize such assets. During the fiscal year ended March 31, ~~2023,~~2024 and ~~2022,~~ 2023, the Company recognized, in the aggregate, $~~163,192~~ 0 and $~~491~~163,~~496~~192, respectively, in deferred income tax benefits in connection with certain foreign start-up operations. In addition, during the fiscal year ended March 31, ~~2023~~2024, and ~~2022~~2023, the Company recognized a valuation allowance of $~~163,192~~ 0 and $~~491~~163,~~496~~192, respectively, in connection with the associated deferred tax assets because these start-up operations do not yet have a history of profits.

57The Company has adopted the comprehensive model for how an entity should recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return, consistent with ASC 740. Accordingly, the Company recognizes the impact of tax positions that meet a “more likely than not” threshold, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. For the fiscal year ended March 31, 2024 and 2023, the Company had recognized a liability of $0 and $3,809, respectively, related to uncertain income tax positions, which is reported in other current liabilities. As of March 31, 2024 and 2023, the Company had unrecognized tax benefits of $925,786 and $925,786, respectively, that, if recognized, would impact the Company’s effective tax rate.

The Company has adopted the comprehensive model for how an entity should recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return, consistent with ASC 740. Accordingly, the Company recognizes the impact of tax positions that meet a “more likely than not” threshold, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. For the fiscal year ended March 31, 2023, and 2022, the Company had recognized a liability of $3,809 and $17,334, respectively, related to uncertain income tax positions, which is reported in other current liabilities. As of March 31, 2023, and 2022, the Company had unrecognized tax benefits of $925,786 and $921,977, respectively, that, if recognized, would impact the Company’s effective tax rate.

A reconciliation of the Company’s unrecognized tax benefits for the years indicated is as follows:

SCHEDULE OF UNRECOGNIZED TAX BENEFITS

	2024		2023
	Fiscal Year Ended March 31,
	2023		2022
	2024		2023
Balance at beginning of fiscal year	$	~~921~~925,~~977~~786	$	~~904~~921,~~643~~977
Additions for tax positions related to the current year		~~3,809~~		173,~~334~~809
Balance at end of fiscal year	$	925,786	$	~~921~~925,~~977~~786

The company recognizes interest and/or penalties related to uncertain tax positions in current income tax provision. For the year ended March 31, ~~2023~~2024, and ~~2022~~2023, the Company ~~recognized~~did ~~interest~~not recognize and ~~penalties,~~interest ~~in the aggregate, of $0~~ and ~~$121,790, respectively~~penalties. Although it is not reasonably possible to estimate the amount by which unrecognized tax benefits may increase or decrease in the next twelve months due to uncertainties regarding timing and outcome of any examinations, the Company is evaluating alternatives that may impact the recognition of uncertain tax positions in the next twelve months.

The Company files consolidated federal income tax returns in the United States and files income tax returns in various state and foreign jurisdictions. As of March 31, ~~2023~~2024, the Company’s income tax returns for the following tax years remained subject to examination:

Tax Jurisdiction	~~Open Years~~	Open Years
United States		~~2017~~2018 – ~~2022~~2023
Republic of Korea		~~2022~~2023
Tax Jurisdiction		2022
Other Countries		N/A

NOTE 16 – RELATED PARTY TRANSACTIONS

~~DSS,~~Alset Inc.~~, and Decentralized Sharing Systems, Inc.~~

InOn ~~July~~January ~~2020~~17, 2024, the Company ~~and~~executed ~~Heng~~a ~~Fai~~convertible ~~Ambrose~~promissory ~~Chan,~~note afor ~~Director~~$250,000 ofwith ~~the~~Alset ~~Company~~Inc, ~~entered into~~ a ~~Stock~~Texas ~~Purchase~~corporation (“Alset”) and ~~Share~~a ~~Subscription~~shareholder ~~Agreement (~~of the Company. The convertible promissory note (“~~SPA~~Alset ~~Agreement~~Note”) ~~pursuant~~bears toa ~~which~~10% ~~Mr.~~interest ~~Chan~~per ~~invested~~annum ~~$3.0~~and ~~million~~had inan origination ~~the~~fee ~~Company~~of ~~and~~$25,000 ~~the~~which ~~Company~~is ~~agreed~~payable toin ~~issue~~cash ~~30.0 million~~or convertible into common shares of the Company’s ~~Class~~at Athe ~~Common~~option ~~Stock~~of ~~and~~Alset. aThe ~~fully~~note and ~~vested~~related ~~Stock~~accrued ~~Warrant~~interest toshall ~~purchase~~be updue toand ~~10.0~~payable ~~million~~in ~~shares~~full of on the ~~Company’s~~earliest ~~Class~~of A(i) ~~Common~~six ~~Stock~~months atfrom anthe ~~exercise~~date ~~price~~ of ~~$0.20~~issuance; ~~per share~~ (ii) the ~~“Assigned~~acceleration ~~Warrants”).~~of ~~Concurrently~~the ~~with~~Alset ~~the~~Note ~~SPA~~upon ~~Agreement,~~an ~~Mr.~~occurrence ~~Chan~~of ~~and~~an ~~DSS,~~event ~~then~~of adefault ~~major~~(as ~~shareholder~~defined ofin the ~~Company,~~Alset ~~entered~~Note); ~~into~~(iii) anthe ~~Assignment~~third ~~and~~business ~~Assumption~~day ~~Agreement pursuant~~after tothe ~~which~~holder ~~Mr.~~has delivered ~~Chan~~the ~~assigned~~Company toa ~~DSS~~written ~~all~~demand ~~interests~~for inpayment of the ~~SPA~~Alset ~~Agreement.~~Note; Inor ~~July~~(iv) ~~2020,~~upon the Company’s ~~issued~~successful 30listing on The Nasdaq Stock Market LLC.0 ~~million~~Alset ofmay, at its ~~Class A~~option, ~~Common~~at ~~Stock~~any ~~pursuant~~time toduring the ~~SPA~~term ~~Agreement.~~of ~~The~~the ~~Stock~~Alset ~~Warrant~~Note, ~~issued~~redeem ~~pursuant~~a toportion ~~the~~or ~~SPA~~all ~~Agreement~~amounts ~~expires~~of onoutstanding principal ~~the~~amount, ~~third~~without ~~anniversary from~~incurring ~~the~~penalties, ~~issuance~~additional ~~date~~interest, ~~unless~~or ~~exercised~~other ~~earlier~~fees or charges.

InHWH ~~April~~International ~~2021, the Company and DSSI entered into a Securities Purchase Agreement, pursuant to which DSSI granted a $30~~Inc.0 million loan to the Company in exchange for: (a) a Convertible Promissory Note in the principal amount of $30.0 million (the “Note”) in favor of DSSI, and (b) a detachable Stock Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share. At any time during the term of the Note, all or part of the Note, including the principal amount less unamortized prepaid interest, if any, plus any accrued interest can be converted into shares of the Company’s Class A Common Stock at the rate of $0.20 per share, at the option of the holder. Under the terms of the loan agreement, the Company agreed to pay to DSSI a loan origination fee of $3.0 million, payable in shares of the Company’s Class A Common Stock, with the number of shares to be calculated at the rate of $0.20 per share. In April 2021, Sharing Services issued 27.0 million shares of its Class A Common Stock to DSSI, including 15.0 million shares in payment of the loan origination fee and 12.0 million shares in prepayment of interest on a loan for the first year, as more fully discussed in Note 13, “CONVERTIBLE NOTES PAYABLE” above.

58On March 18, 2024, the Company entered into a securities purchase agreement with HWH International Inc., a Delaware corporation (“HWH”) whereby the Company issued to HWH (i) a convertible promissory note in an aggregate principal amount of $250,000.00 which shall be convertible into 208,333,333 shares of the Company’s common stock at the option of HWH and (ii) a common stock purchase warrant agreement which shall be exercisable into up to 208,333,333 shares of the Company’s common stock for an aggregate purchase price of $250,000. The convertible promissory note (the “HWH Note”) bears a 6% interest per annum and had a commitment fee of $15,000. The note, together with any accrued interest reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or convert into shares of common stock of the Company at a conversion rate of $0.0012 per share; and it shall be due and payable in full on the earliest of: (i) the third anniversary of the note; (ii) the acceleration of the note upon the occurrence of an event of default (as defined in the note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of this Note. The Company may, at its option, at any time during the term of the HWH Note, redeem a portion or all amounts of outstanding Principal Amount, without incurring penalties, additional interest, or other fees or charges. The purchase price of one share of common stock of the Company under this warrant shall be equal to $0.0012. The exercise period for each warrant will be five years from the date of this warrant. On June 19, 2024, the Company and HWH executed an amended to revise the conversion rate from $0.0001 to $0.002.

InMr. ~~December 2021~~Chan, the Company’s ~~and~~chairman ~~DSSI~~is ~~entered into a Stock Purchase and Share Subscription Agreement pursuant to which DSSI invested $3,000,000 in~~ the ~~Company~~executive inchairman ~~exchange for 50.0 million shares of Class A Common Stock (the “Shares”)~~ and ~~stock warrants (the “Service Warrants”) to purchase up to 50.0 million shares of the Company’s Class A Common Stock. The Stock Warrants are fully vested, have~~ a ~~term~~director of ~~five~~HWH; ~~(5) years and are exercisable at any time prior to expiration, at the option of DSSI, at a per share price equal to $0~~Mr.~~063. On~~ ~~the effective date of the Stock Purchase and Share Subscription Agreement~~Thatch, the ~~closing price for the~~ Company’s ~~common~~chief ~~stock was~~executive ~~$0.075~~officer ~~per~~(CEO) ~~share~~is ~~and~~ the ~~Company~~CEO ~~recognized a deemed dividend~~ of $2HWH.~~3 million in connection with the transaction.~~

InDecentralized ~~January~~Sharing ~~2022~~Systems, the Company and DSS who, together with its subsidiaries, entered into a one-year Business Consulting Agreement (the “Consulting Agreement”) pursuant to which the DSS will provide to the Company certain consulting services, as defined in the Consulting AgreementInc. The Consulting Agreement may be terminated by either party on a 60-day’s written notice. In connection with the Consulting Agreement, the Company agreed to pay DSS and flat monthly fee of sixty thousand dollars ($60,000) and DSS received a fully vested detachable Stock Warrant to purchase up to 50.0 million shares of the Company’s Class A Common Stock, at the exercise price of $0.0001 per share. On the effective date of the Consulting Agreement, the closing price of the Company’s common stock was $0.07 per share and the fair value of the Stock Warrant was $3.5 million. The fair value of the Stock Warrant is being recognized as consulting expense over the term of one year. During the fiscal years ended March 31, 2023 and 2022, the Company recognized consulting expense of approximately $3.5 million and $0.8 million, respectively, in connection with the Consulting Agreement. In February 2022, the Company issued 50.0 million shares of its Common Stock Class A to DSS in connection with exercise of the Stock Warrant. As of March 31, 2023, the prepaid consulting expense of $2.9 million was fully amortized on the Company’s consolidated financial statements.

In ~~June~~April ~~2022~~2021, the Company and ~~Decentralized Sharing Systems, Inc. (“~~DSSI”) entered into a Securities Purchase Agreement ~~(the “SPA”)~~, pursuant to which DSSI granted a $30.0 million loan to the Company ~~issued~~in exchange for: (a) a Convertible Promissory Note in the principal amount of $2730.0 million (the “~~2022~~ Note”) in favor of DSSI, and (b) a detachable Stock Warrant to purchase up to ~~818~~150,~~181~~000,~~819~~000 shares of the Company’s Class A Common Stock ~~(the “DSSI Warrants”)~~, at $0.~~033~~ 22 per share~~, in exchange for the $27~~.0 ~~million. The 2022 Note bears interest at the annual rate of 8% and is due and payable on demand or, if no demand, on June 14, 2024.~~ At any time during the term of the ~~2022~~ Note, all or part of the Note, ~~was~~including ~~convertible~~the ~~into~~principal upamount toless ~~818~~unamortized prepaid interest,~~181~~ if any,~~819~~ plus any accrued interest can be converted into shares of the Company’s Class A Common Stock at the rate of $0.20 per share, at the option of the holder. InUnder ~~connection~~the ~~with~~terms of the loan agreement, the Company agreed to pay to DSSI a loan ~~Origination~~origination ~~Fee~~ fee of $~~270,000~~3.0 ~~In addition~~million, ~~DSSI~~payable ~~agreed to~~in ~~surrender~~shares toof the Company ~~all DSSI~~’s ~~rights~~Class ~~pursuant~~A ~~to:~~Common ~~(a)~~Stock, awith ~~certain~~the ~~Convertible~~number ~~Promissory~~of ~~Note~~shares into ~~the~~be ~~principal~~calculated ~~amount~~at ofthe rate of $~~30.~~0.20 ~~million~~per ~~issued~~share. byIn ~~the Company in~~ April 2021 ~~in favor of DSSI~~, ~~and~~Sharing ~~(b)~~Services aissued ~~certain~~27.0 ~~detachable~~million ~~Warrant to purchase up to 150,000,000~~ shares of ~~the~~its ~~Company’s~~ Class A Common Stock, atto ~~$0.22 per share~~DSSI, ~~issued~~including ~~concurrently with such $30~~15.0 million ~~note. The Company~~ ~~recognized~~shares ~~the transaction with DSSI as a debt extinguishment~~ in ~~accordance~~payment ~~with GAAP. Since DSSI is a related party, the difference between the fair value~~ of the ~~new~~loan ~~equity~~origination ~~instruments~~fee and ~~the~~12.0 ~~carrying~~million ~~value~~shares ofin ~~the~~prepayment ~~retired~~of ~~equity~~interest ~~instruments~~on ~~was recognized as~~ a ~~capital contribution~~loan ~~within~~for ~~additional paid-in capital in~~ the ~~Company’s~~first ~~consolidated financial statements~~year.

In January 2022, the Company and DSS who, together with its subsidiaries, entered into a one-year Business Consulting Agreement (the “Consulting Agreement”) pursuant to which the DSS will provide to the Company certain consulting services, as defined in the Consulting Agreement. The Consulting Agreement may be terminated by either party on a 60-day’s written notice. In connection with the Consulting Agreement, the Company agreed to pay DSS and flat monthly fee of sixty thousand dollars ($60,000) and DSS received a fully vested detachable Stock Warrant to purchase up to 50.0 million shares of the Company’s Class A Common Stock, at the exercise price of $0.0001 per share. On the effective date of the Consulting Agreement, the closing price of the Company’s common stock was $0.07 per share and the fair value of the Stock Warrant was $3.5 million. The fair value of the Stock Warrant is being recognized as consulting expense over the term of one year. During the fiscal year ended March 31, 2023 and 2022, the Company recognized consulting expense of approximately $3.5 million and $0.8 million, respectively, in connection with the Consulting Agreement. No service was recognized during the fiscal year ended March 31, 2024. In February 2022, the Company issued 50.0 million shares of its Common Stock Class A to DSS in connection with exercise of the Stock Warrant. As of March 31, 2023, the prepaid consulting expense of $2.9 million was fully amortized on the Company’s consolidated financial statements.

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

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

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

On April 17, 2023, the Company and DSSI mutually agreed in a subsequent Letter Agreement (the “Second DSSI Letter Agreement”) to a mutual settlement of the interest accrued on the 2022 Note between January 1, 2023, through and including March 31, 2023. In accordance with the Second DSSI Letter Agreement, the Company agreed to issue 28,877,005 shares of the Company’s Common Stock, at a price per share of $0.0187 in lieu of cash payment to satisfy the accrued and unpaid interest between January 1, 2023, through and including March 31, 2023, in the amount of $540,000 owed to DSSI.

As of March 31, 2023, DSS and its affiliates owned, in the aggregate, 305,349,589 shares of the Company’s Class A Common Stock. Heng Fai Ambrose Chan, Frank D. Heuszel, and John (“JT”) Thatch, each a Director of the Company, also serve on the Board of Directors of DSS. Mr. Chan serves as Executive Chairman of the Board of Directors of the Company. Mr. Thatch serves as President, CEO and Vice Chairman of the Board of Directors of the Company.

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

59Effective June 30, 2023, subject to the terms of a certain Loan Purchase Contract, Assignment of Note and Liens and Other Loan Documents, and Note Allonge document, DSSI purchased from SHRG a Stemtech promissory note in the amount of $1.4 million, along with all SHRG’s rights in any Stemtech warrants, for a purchase price of $1.1 million, with the financial terms generally summarized as follows: (a) DSSI pays the $1.1 million purchase price by crediting the $27.0 million loan, first to interest and then to principal, and (b) DSSI acquired ownership of certain $1.4 million promissory note payable by Stemtech, free and clear of any liens, and any equity or warrant interest in the Stemtech that SHRG may have held. As of June 30, 2023, as a result of the transaction, the Company no longer has an investment in Stemtech.

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

InEffective ~~December~~July ~~2021~~1, ~~Sharing Services~~2023, ~~through~~the ~~one~~Company ofand ~~its~~DSSI ~~subsidiaries,~~cancelled ~~purchased~~the anpreviously ~~office~~executed ~~building~~Securities inPurchase ~~Lindon,~~Agreement ~~Utah~~related ~~for~~to ~~$8,942,640.~~HWHW Inand ~~connection~~replaced it with ~~therewith,~~an ~~Alset~~Asset ~~Title~~Purchase Agreement whereby the Company, ~~Inc.~~agreed ~~(“Alset~~to ~~Title”),~~purchase athe ~~subsidiary~~inventory of ~~DSS,~~HWHW ~~acted~~ as ~~escrow~~of ~~and~~June ~~closing~~30, ~~agent~~2023 ~~for~~and ~~the~~assumed ~~transaction,~~certain account atpayable noof ~~cost.~~HWHW ~~DSS~~as of June 30, ~~together~~2023. ~~with~~Pursuant ~~its~~to ~~subsidiaries~~the Asset Purchase Agreement, isthe Company agreed to pay DSSI a ~~shareholder~~maximum of $757,641.98 from gross proceeds generated from the ~~Company~~sale of HWHW inventory.

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 paid in cash and (ii) 1% of the gross sales price of all new products made and sold, outside of the existing inventory conveyed under the terms of the Asset Purchase Agreement, which commenced on November 1, 2023. The IP Agreement terminates on November 1, 2033.

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

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 shares of common stock, par value $0.01 per share, of HWHH, representing all of the issued and outstanding shares of capital stock of HWHH, pursuant to that certain Securities Purchase Agreement made as of July 1, 2023 by and between DSSI and the Company. In connection with the Assignment and Assumption Agreement, the Company and HWHH entered into a business consulting agreement to assist in the management of the business of HWHH.

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.

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.

~~HWH~~American ~~International~~Pacific Bancorp, Inc., currently known as American Pacific Financial, Inc.

InOn ~~October~~June ~~2017~~15, 2022, Sharing Services, ~~issued~~through aone ~~Convertible~~of ~~Promissory~~its ~~Note~~subsidiaries, inentered ~~the~~into ~~principal~~a ~~amount~~secured ofreal ~~$50,000~~estate ~~(the~~promissory ~~“Note”)~~note towith ~~HWH~~American ~~International~~Pacific Bancorp, Inc. (“~~HWH~~APB”), orand the ~~“Holder”).~~Company ~~HWH~~entered isinto ~~affiliated~~a ~~with~~Loan ~~Heng~~Agreement ~~Fai~~pursuant ~~Ambrose~~to ~~Chan,~~which ~~who~~APB ~~became~~loaned ~~a Director of~~ the Company inapproximately $5.7 ~~April 2020~~million. The ~~Note~~loan isbore ~~convertible~~interest ~~into~~at ~~333,333 shares of~~ the ~~Company’s~~annual ~~Common~~rate ~~Stock. Concurrent with issuance~~ of ~~the Note~~8%, ~~the~~would ~~Company~~mature ~~issued~~on toSeptember ~~HWH~~1, a2024, ~~detachable~~was ~~stock~~payable ~~warrant~~in toequal ~~purchase~~monthly upinstalments of to$43,897 ancommencing ~~additional~~on ~~333~~July 1,~~333~~ ~~shares~~2022 of(with the ~~Company’s Common~~remainder ~~Stock,~~due aton anSeptember ~~exercise~~1, ~~price of $0~~2024).15 ~~per~~The ~~share.~~loan ~~Under~~was ~~the~~secured ~~terms~~by ofa ~~the~~first ~~Note~~mortgage ~~and~~interest on the ~~detachable~~Company’s ~~stock warrant~~Lindon, ~~the~~Utah ~~Holder~~office isbuilding. ~~entitled to~~In ~~certain~~connection ~~financing~~with ~~rights.~~this ~~On August 9~~loan, ~~2022, HWH and~~ the Company ~~executed~~received annet ~~agreement~~proceeds toof ~~settle the Note and cancel the related stock warrant for~~ $785,~~636~~522,829 ~~which~~from APB ~~amount~~on ~~represents~~June ~~the~~17, ~~principal plus accrued interest~~2022. ~~The~~APB ~~Company~~is ~~made~~a ~~the~~subsidiary ~~payment~~of ~~to HWH on August 9, 2022~~DSS.

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

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

HWH 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 ~~of $261,835~~ in connection therewith ~~in its fiscal year ended March 31, 2022~~. In ~~the~~May ~~fiscal year ended March 31,~~ 2022, the Company ~~recognized expense~~and ofHWH ~~$222,092 in~~World ~~connection~~amended ~~with~~the ~~this~~related ~~lease.~~sublease Asagreement ofto ~~March~~significantly ~~31,~~reduce ~~2022,~~the ~~accounts~~space subleased ~~payable~~by ~~includes~~the ~~payments~~Company ~~due~~and tothe ~~HWH~~related ~~World~~rent ~~under~~obligation. ~~the~~On ~~lease~~June ~~of $213~~30,~~742. In~~ ~~May~~ 2022, the ~~Company~~right-of-use asset and ~~HWH~~liability ~~World~~were ~~amended~~written ~~the~~off ~~related~~and a ~~sublease~~new month-to-month rental agreement towas ~~significantly~~entered ~~reduce~~into for the reduced space subleased by the Company. ~~and~~The ~~the~~company ~~related~~recognized ~~rent~~approximately $630 ~~obligation.~~in Asmonthly ofrent ~~March~~expense ~~31,~~in ~~2023,~~connection with the ~~agreement~~new ~~constitutes a month-to-month arrangement~~lease.

In September 2021, the Company and HWH World entered into an Advisory Agreement pursuant to which the Company provides strategic advisory services to HWH World in connection with its North America expansion plans in exchange for a monthly fee of $10,000. During the fiscal year ended March 31, 2022, the Company recognized consulting income of $76,700 in connection therewith. The Advisory Agreement was terminated during the three months ended June 30, 2022.

Impact Biomedical, Inc.

In the fiscal year ended March 31, 2022, a wholly owned subsidiary of the Company purchased health and wellness products from Impact Biomedical, Inc., a subsidiary of DSS, in the aggregate amount of $111,414.

K Beauty Research Lab. Co., Ltd

In the fiscal year ended March 31, 2022, a wholly owned subsidiary of the Company purchased skin care products manufactured by K Beauty Research Lab. Co., Ltd (“K Beauty”), a South Korean-based supplier of skin care products that is affiliated with Heng Fai Ambrose Chan, a Director of the Company, in the aggregate amount of $2.3 million.

Premier Packaging Corporation

In the fiscal ~~year~~years ended March 31, ~~2023,~~2024 and ~~2022~~2023, a wholly owned subsidiary of the Company issued purchase orders to Premier Packaging Corporation, a subsidiary of DSS, to acquire printed packaging materials for approximately $~~108,000~~0 and $~~156~~108,000, respectively.

Alchemist Holdings, LLC

In February 2020, the Company, Alchemist Holdings, LLC (“Alchemist”), and a former Company officer entered into a Settlement Accommodation Agreement (the “Accommodation Agreement”) pursuant to which Alchemist and the former Company officer agreed to transfer to the Company 22.7 million shares of the Company’s Common Stock held by Alchemist, in settlement of certain obligations to the Company. Under the terms of the Accommodation Agreement, Alchemist and the former Company officer also agreed to transfer to the Company 15.6 million shares of the Company’s Common Stock held by Alchemist, to offset certain legal and other expenses incurred by the Company in connection with various related-party legal claims. Accordingly, in the fiscal year ended March 31, 2021, the Company and Alchemist caused the transfer to the Company, in the aggregate, of 38.3 million shares of the Company’s Common Stock then held by Alchemist, and the Company retired such redeemed shares.

In June 2020, the Company and the former Company officer discussed in the preceding paragraph entered into a Settlement Accommodation Agreement and an Amended and Restated Founder Consulting Agreement pursuant to which the Company and the former officer agreed to settle all existing disputes between them, the former officer agreed to continue to provide certain consulting services to the Company, and the Company agreed to pay certain amounts to the former officer. The Company has recognized a settlement liability of $2.0 million in connection therewith. As of March 31, 2022, the settlement liability was $715,596.

In May 2022, the Company and certain of its subsidiaries, on the one hand, and Alchemist, the former officer discussed in the preceding paragraph and certain entities affiliated with the former officer, on the other hand, entered into a Confidential Settlement Agreement with Mutual Releases (the “May 2022 Settlement Agreement”) pursuant to which the parties amicably settled all claims and disputes among them; (b) the former officer sold to the Company 26,091,136 shares of the Company’s common stock then under the voting and dispositive control of the former officer; (c) the Company made a one-time payment of $1,043,645; and (d) the Company and its relevant subsidiaries, on the one hand, and the former officer and relevant entities affiliated with the former officer, on the other hand, exchanged customary mutual releases of any prior obligations among them. On May 19, 2022, the closing price for the Company’s common stock was $0.25 per share. In the fiscal year ended March 31, 2023, the Company measured and recognized the repurchase of its common stock at its fair value of $652,278, derecognized its remaining liability under the Co-Founder’s Agreement, and recognized a recovery of $324,230 in connection with the previously recognized loss related to the Co-Founder’s Agreement. As of March 31, 2023, and 2022, the settlement liability balance is $0 and $715,596, respectively.

The Company subleases warehouse and office space from Alchemist, a 10% shareholder of the Company on a month-to-month basis until May 2022. During the fiscal year ended March 31, 2023, and 2022, rent expense associated with such sublease agreement was approximately $104,000 and $105,000, respectively.

New Electric CV Corp. (formerly, American Premium Water Corporation)

In July 2021, the Company, and American Premium Water Corporation (“American Premium”) entered into a business consulting agreement pursuant to which the Company provides consulting services to American Premium in exchange for a monthly fee of $4,166. Mr. John “JT” Thatch, a director of the Company, also serves on the Board of Directors of American Premium. During the fiscal year ended March 31, 2023, ~~and 2022,~~ the Company recognized consulting fee income of approximately $50,000. ~~and~~No ~~$33~~consulting fee income was recognized in the fiscal year ended March 31,~~000,~~ ~~respectively~~2024.

~~American~~NOTE ~~Pacific~~17 ~~Bancorp,~~- ~~Inc.~~STOCKHOLDERS’ DEFICIT

OnThe ~~June~~Company’s ~~15,~~shareholders ~~2022,~~had ~~Sharing~~ratified ~~Services,~~the ~~through~~Third ~~one~~Amended ofand ~~its~~Restated ~~subsidiaries,~~Articles ~~entered~~of ~~into~~Incorporation aof ~~secured~~the ~~real~~Company ~~estate~~and ~~promissory~~approved ~~note with American Pacific~~the ~~Bancorp,~~maximum ~~Inc.~~number ~~(“APB”),~~of ~~and~~shares which the ~~Company~~Corporation ~~entered~~now ~~into~~has athe ~~Loan~~authority ~~Agreement pursuant~~ to ~~which~~issue ~~APB~~Two ~~loaned~~Billion ~~the~~Two ~~Company~~Hundred ~~approximately~~Million (2,200,000,000) shares, $50.70001 par ~~million.~~value ~~The~~per ~~loan~~share, ~~bears interest at the annual rate~~ of 8%which: ~~matures~~(a) onTwo ~~June~~Billion 1(2, ~~2024~~000,000,000) Shares isof ~~payable~~Common inStock ~~equal~~having ~~monthly~~a ~~instalments~~par value of $~~43,897~~0.0001 ~~commencing~~per onshare ~~July~~(“Common 1,Stock”) ~~2022~~and (~~with~~b) ~~the~~Two ~~remainder~~Hundred ~~due~~Million ~~on June 1~~(200, ~~2024~~000,000). Shares ~~The~~of ~~loan~~Preferred isStock ~~secured~~comprised byof aSeries ~~first~~A, ~~mortgage~~Series ~~interest on the Company’s Lindon~~C, ~~Utah~~and ~~office~~Series ~~building.~~D Inhaving ~~connection~~a ~~with~~par ~~this~~value ~~loan, the Company received net proceeds~~ of $~~5,522,829 from APB on June 17, 2022~~0.0001 ~~APB~~per isshare aor ~~subsidiary~~as ofauthorized ~~DSS~~(“Preferred Stock”). ~~Heng~~The ~~Fai~~Board ~~Ambrose~~may ~~Chan,~~divide ~~Frank~~the D.authorization ~~Heuszel~~into ~~and~~one ~~John~~or ~~“JT”~~more ~~Thatch~~series, each with adistinct ~~Director~~powers, ~~of the Company~~designations, ~~also~~ ~~serve on the Board of Directors of DSS~~preferences, and ~~Messrs~~rights. ~~Chan and Heuszel also serve on the Board of Directors of APB..~~

NOTE 17 - STOCKHOLDERS’ EQUITY – CAPITAL STOCK

Preferred Stock

At the Annual Shareholder’s Meeting, the Company’s Shareholders ratified the Third Amended and Restated Articles of Incorporation of the Company and approved the maximum number of shares which the Corporation now has the authority to issue of Two Billion Two Hundred Million (2,200,000,000) shares, $0.0001 par value per share, of which: (a) Two Billion (2,000,000,000) Shares of Common Stock having a par value of $0.0001 per share (“Common Stock”) and (b) Two Hundred Million (200,000,000) Shares of Preferred Stock comprised of Series A and Series C having a par value of $0.0001 per share or as authorized (“Preferred Stock”). The Board may divide the authorization into one or more series, each with distinct powers, designations, preferences, and rights.

Series A Convertible Preferred Stock

The Board has authorized the issuance of up to 100,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”). Shares of our Series A Preferred Stock are senior in rank to shares of our Series C Preferred Stock. The affirmative vote of the holders of 86% of the issued and outstanding shares of our Series A Preferred Stock is required for the Board: (i) to declare dividends upon shares of our Common Stock unless, with respect to cash dividends, the shares of our Series A Preferred Stock are to receive the same dividend as the common shares, on an as converted basis; (ii) to redeem the shares of our Series A Preferred Stock at a redemption price of $0.001 per share; (iii) to authorize or issue additional or other capital stock that is junior or equal in rank to shares of our Series A Preferred Stock with respect to the preferences as to distributions and payments upon the liquidation, dissolution, or winding up of the Company; and (iv) to amend, alter, change, or repeal any of the powers, designations, preferences, and rights of our Series A Preferred Stock. Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Stock are entitled to receive out of the assets of the Company the sum of $0.001 per share before any payment or distribution shall be made on our shares of Common Stock, or any other class of capital stock ranking junior to the Series A Preferred Stock. For a period of 10 years from the date of issuance, the holders of the Series A Preferred Stock may elect to convert each share of the Series A Preferred Stock into one share of the Company’s Common Stock. Each share of our Series A Preferred Stock is entitled to one vote when voting as a class or together with the shares of our Common Stock.

During the fiscal year ended March 31, 2021, stockholders converted an aggregate of 21,750,000 shares of the Company’s Series A Preferred Stock into an equal number of shares of the Company’s Common Stock. There were no similar conversions in the fiscal year ended March 31, 2023, and 2022, respectively.64

AsDuring ofthe fiscal year ended March 31, ~~2023~~2021, ~~and~~stockholders ~~2022,~~converted 3an aggregate of 21,~~100~~750,000 shares, ~~respectively,~~ of the Company’s Series A Preferred Stock ~~remain~~into ~~outstanding.~~an ~~The~~ equal number of shares of the Company’s ~~Series~~Common ~~A Preferred~~ Stock. ~~reported~~There inwere ~~the~~no ~~Company’s~~similar ~~financial~~conversions ~~statements~~in asthe offiscal year ended March 31, ~~2023,~~2024 and ~~2022,~~ ~~include 2~~2023,~~900,000~~ ~~shares purportedly held by Research & Referral BZ, pending cancellation of the stock certificate when presented by Research & Referral BZ in the future~~respectively.

As of March 31, 2024 and 2023, 3,100,000 shares, respectively, of the Company’s Series A Preferred Stock remain outstanding. The shares of the Company’s Series A Preferred Stock reported in the Company’s financial statements as of March 31, 2024 and 2023, include 2,900,000 shares purportedly held by Research & Referral BZ, pending cancellation of the stock certificate when presented by Research & Referral BZ in the future.

Series B Convertible Preferred Stock

The Board has authorized the issuance of up to 10,000,000 shares of Series B Convertible Preferred Stock (the Series B Preferred Stock”). Issued and outstanding shares of our Series B Preferred Stock, if any, are senior in rank to shares of our Series A and Series C Preferred Stock. During the fiscal year ended March 31, 2021, all shares of the Company’s Series B Preferred Stock previously issued were converted into shares of the Company’s Class A Common Stock. As of March 31, ~~2023~~2024, and ~~2022~~2023, no shares of the Company’s Series B Preferred Stock remain outstanding.

Series C Convertible Preferred Stock

The Board has authorized the issuance of up to 10,000,000 shares of Series C Convertible Preferred Stock (the Series C Preferred Stock”). Shares of our Series C Preferred Stock are junior in rank to the Series A and Series B Preferred Stock. The affirmative vote of the holders of 86% of the issued and outstanding shares of our Series C Preferred Stock is required for the Board: (i) to declare dividends upon shares of our Common Stock unless, with respect to cash dividends, the shares of our Series C Preferred Stock are to receive the same dividend as the common shares, on an as converted basis; (ii) to redeem the shares of Series C Preferred Stock at a redemption price of $0.001 per share; (iii) to authorize or issue additional or other capital stock that is junior or equal in rank to our Series C Preferred Stock with respect to the preferences as to distributions and payments upon the liquidation, dissolution, or winding up of the Company; and (iv) to amend, alter, change, or repeal any of the powers, designations, preferences, and rights of the Series C Preferred Stock. Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders of the Series C Preferred Stock are entitled to receive out of the assets of the Company the sum of $0.001 per share before any payment or distribution shall be made on our shares of Common Stock, or any other class of capital stock of the Company ranking junior to the Series C Preferred Stock. For a period of 10 years from the date of issuance, the holders of the Series C Preferred Stock may elect to convert each share of Series C Preferred Stock into one share of the Company’s Common Stock. Each share of our Series C Preferred Stock is entitled to one vote when voting as a class or together with shares of our Common Stock.

During the fiscal year ended March 31, 2022, holders of 10,000 shares of the Company’s Series C Preferred Stock converted their holdings into an equal number of shares of the Company’s Common Stock. As of March 31, ~~2023~~2024, and ~~2022~~2023, respectively 3,220,000 shares of the Company’s Series C Preferred Stock remain outstanding.

62Series D Preferred Stock

Common Stock

The Board has authorized the issuance of up to 1,990,000,000 shares of Class A Common Stock and up to 10,000,000 shares of Class B Common Stock, each with a par value of $0.0001 per share. Holders of our Common Stock are entitled to dividends, subject to the rights of the holders of other classes of capital stock outstanding having priority rights with respect to dividends. At the time of this Annual Report, no shares of the Company’s Class B Common Stock remain outstanding. References to ~~our~~the “Common Stock” throughout this report include ~~our~~the Company’s Class A Common Stock and Class B Common Stock, unless otherwise indicated or the context otherwise requires.

InOn ~~April~~June ~~2021~~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 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of ~~its~~the ~~Class~~Company’s Class A Common Stock toat ~~DSSI,~~the ~~including~~exercise ~~15.~~price of $0.033 ~~million~~per ~~shares~~share. inThe ~~payment~~2022 Note bore interest at the annual rate of ~~a loan~~8% ~~origination~~and ~~fee~~was due and 12payable on demand or, if no demand, on May 1, 2024.0 ~~million~~At any time during the term of the 2022 Note, all or part of the Note may be converted into up to 818,181,819 shares inof ~~prepayment~~the Company’s Class A Common Stock, at the option of ~~interest~~the onholder. Under the terms of the agreement, the Company agreed to pay to DSSI a loan origination fee of $270,000. asIn ~~more~~addition, ~~fully~~DSSI ~~discussed~~agreed into ~~Notes~~surrender 13to ~~and~~the 16Company ~~above.~~all OnDSSI’s rights pursuant to: (a) a certain Convertible Promissory Note in the ~~effective~~principal ~~date~~amount of $30.0 million issued by the ~~loan~~Company ~~agreement~~in April 2021 in favor of DSSI, ~~the~~and ~~closing~~(b) ~~price~~a ~~for~~certain detachable Warrant to purchase up to 150,000,000 shares of the Company’s ~~common~~Class ~~stock~~A ~~was~~Common Stock, at $0.2422 per share, ~~and~~issued ~~the~~concurrently with such $30.0 million note. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity instruments was recognized as a ~~deemed~~capital ~~dividend~~contribution of $12.10 million in ~~connection~~additional paid ~~with~~in ~~this~~capital ~~related-party~~on ~~transaction~~the Company’s consolidated balance sheet.

In December 2021, the Company and DSSI entered into a Stock Purchase and Share Subscription Agreement pursuant to which DSSI invested $3.0 million in the Company in exchange for 50.0 million shares of Class A Common Stock and a Stock Warrant to purchase up to 50.0 million shares of the Company’s Class A Common Stock. On the effective date of the Stock Purchase and Share Subscription Agreement, the closing price for the Company’s common stock was $0.075 per share and the Company recognized a deemed dividend of $2.3 million in connection with this related-party transaction.

In January 2022, the Company and DSS entered into a one-year Business Consulting Agreement (the “Consulting Agreement”) pursuant to which the DSS will 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 a flat monthly fee of sixty thousand dollars ($60,000) and DSS received a fully vested detachable Stock Warrant to purchase up to 50.0 million shares of the Company’s Class A Common Stock, at the exercise price of $0.0001 per share. On the effective date of the Consulting Agreement, the fair value of the detachable Stock Warrant was $3.5 million which was recognized as consulting expense over the term of the Consulting Agreement (one year). In February 2022, Sharing Services issued 50.0 million shares of its Common Stock Class A to DSS in connection with the exercise of such Stock Warrant.

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

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

In ~~February~~May ~~2020~~2022, the Company and certain of its subsidiaries, ~~Alchemist~~on ~~Holdings~~the one hand, ~~LLC~~and (“Alchemist”), the former officer and acertain ~~former~~entities ~~Company~~affiliated with the former officer, on the other hand, entered into a Confidential Settlement ~~Accommodation~~ Agreement with Mutual Releases (the “~~Accommodation~~May 2022 Settlement Agreement”) pursuant to which ~~Alchemist~~the parties amicably settled all claims and disputes among them; (b) the former ~~Company~~ officer ~~agreed~~ tosold ~~transfer~~ to the Company ~~22.7~~26,091,136 ~~million~~ shares of the Company’s ~~Common~~common ~~Stock~~stock ~~held~~then byunder ~~Alchemist,~~the invoting ~~settlement~~and dispositive control of ~~certain~~the ~~obligations~~former toofficer; (c) the Company. ~~Under~~made ~~the~~a ~~terms~~one-time payment of $1,043,645; and (d) the ~~Accommodation~~Company ~~Agreement~~and its relevant subsidiaries, ~~Alchemist~~on ~~and~~the one hand, and the former ~~Company~~ officer ~~also~~and ~~agreed~~relevant toentities ~~transfer~~affiliated towith the former officer, on the other hand, exchanged customary mutual releases of ~~Company~~any 15prior obligations among them.6 ~~million~~On ~~shares~~May of19, 2022, the closing price for the Company’s ~~Common~~common ~~Stock~~stock ~~held~~was by$0.25 ~~Alchemist,~~per toshare. ~~offset~~In ~~certain~~the fiscal ~~legal~~quarter ~~and~~ending ~~other~~June ~~expenses~~30, ~~incurred by~~2022, the Company inmeasured ~~connection~~and ~~with~~recognized ~~various~~the ~~related-party~~repurchase ~~legal~~of ~~claims.~~its ~~Accordingly,~~common instock ~~the~~at ~~fiscal~~its ~~year~~fair ~~ended~~value ~~March~~of 31$652, ~~2021~~278, derecognized ~~the~~its ~~Company and~~remaining ~~Alchemist~~liability ~~caused~~under the ~~transfer~~Co-Founder’s toAgreement, ~~the~~and ~~Company~~recognized a recovery of $324,230 in connection with the ~~aggregate,~~previously ofrecognized 38loss related to the Co-Founder’s Agreement.3 ~~million~~The Company reported the 26,091,136 shares of the Company’s common ~~Common~~stock in Treasury Stock ~~then~~until ~~held by~~the ~~Alchemist~~interim period ended June 30, ~~and~~2023, ~~the~~when ~~Company~~it ~~retired~~cancelled ~~such~~the ~~redeemed~~stock ~~shares~~certificate.

In May 2022, the Company and certain of its subsidiaries, on the one hand, and Alchemist, the former officer and certain entities affiliated with the former officer, on the other hand, entered into a Confidential Settlement Agreement with Mutual Releases (the “May 2022 Settlement Agreement”) pursuant to which the parties amicably settled all claims and disputes among them; (b) the former officer sold to the Company 26,091,136 shares of the Company’s common stock then under the voting and dispositive control of the former officer; (c) the Company made a one-time payment of $1,043,645; and (d) the Company and its relevant subsidiaries, on the one hand, and the former officer and relevant entities affiliated with the former officer, on the other hand, exchanged customary mutual releases of any prior obligations among them. On May 19, 2022, the closing price for the Company’s common stock was $0.25 per share. In the fiscal quarter ending June 30, 2022, the Company measured and recognized the repurchase of its common stock at its fair value of $652,278, derecognized its remaining liability under the Co-Founder’s Agreement, and recognized a recovery of $324,230 in connection with the previously recognized loss related to the Co-Founder’s Agreement.66

63On 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 shares of the Company’s Common Stock, at a price per share of $0.0187 in lieu of cash payment to satisfy the accrued and unpaid interest between January 1, 2023, through and including March 31, 2023, equal to $539,806 owed to DSSI under the Second DSSI Letter Agreement. The Company’s shares were trading at $0.0180 on April 17, 2023.

~~During~~On October 30, 2023, the ~~fiscal~~Company ~~year~~filed ~~ended~~a ~~March~~Definitive ~~31,~~Information ~~2022,~~Statement ~~holders~~on ofSchedule ~~10,000~~14C ~~shares~~with the Securities and Exchange Commission and disclosed that a majority of the Company’s ~~Series~~stockholders Chad ~~Preferred~~approved ~~Stock~~by ~~converted~~majority ~~such~~written ~~holdings into~~consent an ~~equal~~amendment ~~number~~to ofthe ~~shares~~Company’s articles of incorporation with the ~~Company’s~~Secretary ~~Class~~of AState ~~Common~~of ~~Stock.~~Nevada Into ~~addition,~~effect ~~during~~a ~~the~~Reverse ~~fiscal~~Split ~~year~~(the ~~ended~~“Reverse ~~March~~Split”) ~~31,~~of ~~2022,~~ the Company’s Class ~~issued:~~A ~~(a)~~Common ~~1.5~~Stock, ~~million~~par ~~shares~~value in$0.0001 ~~connection~~per ~~with~~share (the ~~exercise~~“Common ofStock”) ~~warrants~~ by ~~Company~~a ~~employees,~~ratio ~~and~~of ~~(b)~~not ~~313,200~~less ~~shares~~than in700-for-1 and not more ~~connection~~than 1,800-for-1, with the ~~exercise~~Board of ~~warrants~~Directors by(the ~~independent~~“Board”) ~~distributors~~ of the Company. ~~There~~having ~~were~~the nodiscretion ~~issuances~~as ~~during~~to the ~~year~~exact ~~ended~~date ~~March~~and ~~31,~~ratio ~~2023,~~ of ~~Series~~any CReverse ~~Preferred~~Split ~~Stock~~to be set at a whole number within the above range.

AsOn ofDecember ~~March 31~~15, 2023, ~~and~~the ~~2022,~~Board ~~347,451,880~~approved ~~shares~~the ~~and~~exact ~~288,923,969~~ratio ~~shares,~~of ~~respectively~~the Reverse Split at 1,400-for-1. The Company intends on effecting the Reverse Split for the purpose of ~~our~~enabling ~~Class~~a Afuture uplisting of the Company’s Common Stock ~~remained~~to ~~issued~~a ~~and outstanding~~national securities exchange. AsThe ofReverse Split ~~March~~remains ~~31,~~subject ~~2023,~~to ~~and~~approval ~~2022,~~by ~~there~~the ~~were~~Financial Industry Regulatory Authority (“FINRA”). There is no ~~shares~~guarantee ofthat the Company will be successful in achieving FINRA’s ~~Class~~approval Bor ~~Common~~uplisting ~~Stock~~to ~~outstanding~~a national exchange.

As of March 31, 2024 and 2023, and 347,451,880 shares, respectively, of our Class A Common Stock remained issued and outstanding. As of March 31, 2024 and 2023, there were no shares of the Company’s Class B Common Stock outstanding.

NOTE 18 – STOCK-BASED COMPENSATION

A subsidiary of the Company has awarded compensatory warrants to purchase shares of the Company’s common stock to its officers and employees (see Note 3 – “SIGNIFICANT ACCOUNTING POLICIES - Share-Based Payments” for more details) and warrants to purchase shares of the Company’s common stock to its independent sales force. Further, the Company from time to time, awards stock warrants to its consultants in exchange for services.

Stock Warrants

Stock Warrants Issued to Related Parties, Directors, Officers, and Employees

In the fiscal year ended March 31, 2021, the Company issued to Company directors, officers, and employees stock warrants to purchase, in the aggregate, up to 29,200,000 shares of its Common Stock, with an aggregate grant date fair value of $3.6 million. Some of the stock warrants outstanding as of March 31, 2022, are exercisable at a variable exercise price (see Note 3 – “SIGNIFICANT ACCOUNTING POLICIES - Share-Based Payments” for more details) pursuant to the related employment agreements. In the fiscal year ended March 31, 2023, expense recognized in connection with stock-based compensation awards was $160,225, including: (a) compensatory expense of $13,207 and (b) income associated with the subsequent measure of fully vested awards (see preceding paragraph) of $173,432. In the fiscal year ended March 31, 2022, income recognized in connection with stock-based compensation awards was $2.3 million, including: (a) compensatory expense of $186,264 and (b) income associated with the subsequent measure of fully vested awards (see preceding paragraph) of $2.5 million.

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

In October 2017, the Company issued a convertible note in the principal amount of $50,000 to HWH International, Inc (“HWH”) and a detachable stock warrant to purchase up to 333,333 shares of the Company’s Common Stock, at an exercise price of $0.15 per share. The Note is convertible into 333,333 shares of the Company’s Common Stock and expires in October 2022. HWH is affiliated with Heng Fai Ambrose Chan, who in April 2020 became a Director of the Company. On August 9, 2022, HWH and the Company executed an agreement to settle the Note and cancel the related stock warrant for $78,636, which amount represents the principal plus accrued interest. The Company made the payment to HWH on August 9, 2022.

In January 2022, the Company and DSS who, together with its subsidiaries, was then a majority shareholder of the Company, entered into a one-year Business Consulting Agreement (the “Consulting Agreement”) pursuant to which the DSS would provide to the Company certain consulting services, as defined in the Consulting Agreement. In connection with the Consulting Agreement, the Company agreed to pay DSS and flat monthly fee of sixty thousand dollars ($60,000) and DSS received a fully vested detachable Stock Warrant to purchase up to 50.0 million shares of the Company’s Class A Common Stock, at the exercise price of $0.0001 per share. On the effective date of the Consulting Agreement, the closing price of the Company’s common stock was $0.07 per share and the fair value of the Stock Warrant was $3.5 million. The fair value of the Stock Warrant is being recognized as consulting expense over the term of one year. During the fiscal year ended March 31, 2023, and 2022, the Company recognized consulting expense of approximately $3.5 million and $0.8 million, respectively, in connection with the Consulting Agreement. In February 2023, the Company issued 50.0 million shares of its Common Stock Class A to DSS in connection with exercise of the Stock Warrant.

In June 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock (the “Warrant”), at $0.033 per share. At any time during the term of the 2022 Note, all or part of the Note was convertible into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. In connection with the SPA, DSSI surrendered to the Company all DSSI’s rights pursuant to: (a) the Convertible Promissory Note in the principal amount of $30.0 million discussed in the preceding paragraph, and (b) the detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock discussed in the preceding paragraph. In March 2023, the parties entered into a Securities Exchange and Amendment Agreement pursuant to which the parties agreed to amend the 2022 Note by removing the conversion rights granted by the 2022 Note. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity instruments was recognized as a deemed dividend in the Company’s consolidated financial statements.67

64In June 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock (the “Warrant”), at $0.033 per share. At any time during the term of the 2022 Note, all or part of the Note was convertible into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. In connection with the SPA, DSSI surrendered to the Company all DSSI’s rights pursuant to: (a) the Convertible Promissory Note in the principal amount of $30.0 million discussed in the preceding paragraph, and (b) the detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock discussed in the preceding paragraph. In March 2023, the parties entered into a Securities Exchange and Amendment Agreement pursuant to which the parties agreed to amend the 2022 Note by removing the conversion rights granted by the 2022 Note. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity instruments was recognized as a deemed dividend in the Company’s financial statements in the fiscal year ended March 31, 2023.

~~The~~In ~~following~~the ~~table~~fiscal ~~summarizes~~year ended March 31, 2023, the ~~activity~~Company ~~relating~~issued a fully vested warrant to purchase up to 8,444,663 shares of the Company’s Common ~~stock~~Stock, ~~warrants~~at ~~held~~the byexercise ~~Related~~price ~~Parties~~of ~~(all~~$0.0001 ofper ~~which~~share, ~~are~~to ~~fully vested)~~the ~~(See~~Company’s ~~Note~~CEO ~~16,~~John “~~RELATED~~JT” ~~PARTY~~Thatch. ~~TRANSACTIONS”~~The ~~above~~fair ~~for~~value ~~more~~of the ~~details):~~warrant on the grant date was $109,780.

The following table summarizes the activity relating to the Company’s stock warrants held by Related Parties (all of which are fully vested):

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Term
Outstanding at March 31, 2021		10,333,333		$	0.20		2.3
Granted		250,000,000			0.14		-
Exercised		(50,000,000	)		0.0001
Expired or forfeited		-			-		-
Outstanding at March 31, 2022		210,333,333		$	0.18		4.1
Granted		818,181,819			0.033
Exercised		-			-		-
Expired, terminated, or forfeited		(1,028,515,152	)		0.06		-
Outstanding at March 31, 2023		-		$	-		-
Granted		-			-		-
Exercised		-			-		-
Expired, terminated, or forfeited		-			-		-
Outstanding at March 31, 2024		-		$	-		-

In February 2023, the Company issued a fully vested warrant to purchase up to 8,444,663 shares of the Company’s Common Stock, at an an exercise price of $0.~~001~~ 0001 per share (the “Warrant”), to its Chief Executive Officer in connection with the executive existing employment agreement. The Warrant expires in February 2028. The fair value of the warrant on the grant date was $109,780.

The following table summarizes the activity relating to the Company’s vested and unvested stock warrants held by Directors, Officers, and Employees:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Term
Outstanding at March 31, 2021		24,075,000		$	0.11		3.5
Granted		-			-		-
Exercised		(1,500,000	)		0.13		-
Expired or forfeited		(2,875,000	)		0.19		-
Outstanding at March 31, 2022		19,700,000		$	0.03		2.6
Granted		8,444,663			0.0001		5.0
Exercised		-			-		-
Expired or forfeited		(4,700,000	)
Outstanding at March 31, 2023		23,444,663		$	0.02		2.9
Less: unvested at March 31, 2023		1,875,000		$	0.01		1.1
Vested at March 31, 2023		21,569,663		$	0.02		3.1
Granted		-			-		-
Exercised		-			-		-
Expired or forfeited		-			-		-
Vested at March 31, 2024		21,569,663		$	0.02		3.1

Stock Warrants Issued to Our Independent Sales Force

In the fiscal year ended March 31, 2021, the Company issued fully vested warrants to purchase up to 4,013,000 shares of its Common Stock to members of its independent sales force, with a fair value of $1.5 million. The warrants are exercisable for a period ranging from one to two years from the issuance date, at the exercise price ranging from $0.01 per share to $0.25 per share. In the fiscal year ended March 31,2022 warrants held by independent distributors to purchase up to 1,507,200 shares and 2,066,600 shares, respectively, of the Company’s Common Stock expired or were otherwise terminated or forfeited. As of March 31, 2024 and 2023, the warrants held by independent distributors had all expired and no additional shares were granted. ~~See Note 2 – “SIGNIFICANT ACCOUNTING POLICIES - Sales Commissions” for more details.~~

The following table summarizes the activity relating to the Company’s stock warrants held by members of the Company’s independent sales force (all of which are fully vested):

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Term
Outstanding at March 31, 2021		3,998,000		$	0.09		1.4
Granted		2,400			0.01
Exercised		(313,200	)		0.01
Expired or forfeited		(1,507,200	)		0.03
Outstanding at March 31, 2022		2,180,000		$	0.02		1.2
Granted		-
Exercised		-
Expired or forfeited		-
Outstanding at March 31,2023		2,180,000		$	0.01		0.2
Granted		-
Exercised		-
Expired or forfeited		-
Outstanding at March 31,2024		2,180,000		$	0.01		0.2

65The following table summarizes additional information relating to all stock warrants outstanding and warrants exercisable as of March 31, 2024: -

From time to time, the Company has granted fully vested warrants to purchase shares of Common Stock to its consultants in exchange for services. The following table summarizes the activity relating to the Company’s stock warrants held by Company consultants (all of which are fully vested):

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Term
Outstanding at March 31, 2021		100,000		$	3.00		1.00
Granted		-			-		-
Exercised, expired or forfeited		-			-		-
Outstanding at March 31, 2022		100,000		$	3.00		0.02
Granted		-
Exercised, expired or forfeited		(100,000	)		3.00
Outstanding, at March 31, 2023		-			-		-

The following table summarizes additional information relating to all stock warrants outstanding and warrants exercisable as of March 31, 2023: -

All Warrants Outstanding									~~All Warrants Exercisable~~		All Warrants Exercisable
		~~Weighted Average Remaining Contractual~~		Weighted Average Remaining Contractual	~~Weighted Average~~			Weighted Average					~~Weighted Average~~			Weighted Average
~~Number of Shares~~	Number of Shares	~~life (in years)~~		life (in years)	~~Exercise Price~~			Exercise Price	~~Number of Shares~~			Number of Shares	~~Exercise Price~~			Exercise Price
11,444,663			4.5		$	0.0001				11,444,663			$	0.0001
	208,333,333			3.0			$	0.0012				208,333,333			$	0.0012
12,000,000			1.4		$	0.03				10,125,000			$	0.03
	208,333,333											208,333,333
2,180,000			0.2		$	0.01				2,180,000			$	0.01
25,624,663										23,749,663

NOTE 19 - COMMITMENTS AND CONTINGENCIES

~~Contingencies~~Legal Proceedings

Legal Proceedings – Related-Party Matters and Settlement Liability

In February 2020, the Company, Alchemist, and a former officer of the Company entered into a Settlement Accommodation Agreement and an Amended and Restated Founder Consulting Agreement pursuant to which the Company and the former officer agreed to settle all existing disputes between them, the former officer agreed to continue to provide certain consulting services to the Company, and the Company agreed to pay certain amounts to the former officer. The Company has recognized a settlement liability of $2.0 million in connection therewith. As of March 31, 2022, the settlement liability balance is $715,596. See Note 16 – “RELATED PARTY TRANSACTIONS – Alchemist Holdings, LLC” above for more information.

Legal Proceedings – Other Matters

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.

6669

~~(b)~~The Company ~~Case~~maintains ~~No.~~certain ~~4:21-cv-00026;~~liability ~~Elepreneurs~~insurance. ~~Holdings~~However, ~~LLC~~certain ~~d/b/a~~costs ~~Elepreneur,~~of ~~LLC,~~defending ~~Elepreneurs~~lawsuits ~~U.S.,~~are ~~LLC~~not ~~d/b/a~~covered ~~Elepreneurs,~~by ~~LLC,~~or ~~and~~only ~~SHRG~~partially IPcovered by ~~Holdings,~~its ~~LLC~~insurance ~~v. Lori Ann Benson~~policies, ~~Andrea~~including ~~Althaus~~claims ~~and~~that ~~Lindsey~~are ~~Buboltz,~~below ~~pending~~insurance ~~in the United States District Court for the Eastern District of Texas~~deductibles. ~~On December 31~~Additionally, ~~2020,~~insurance ~~the~~carriers ~~Company~~could ~~filed~~refuse ~~suit~~to ~~against~~cover certain ~~three former distributors and obtained injunctive relief from the 429th Judicial District of Collin County~~claims, ~~Texas.~~in ~~The~~whole ~~lawsuit~~or ~~was~~in ~~removed by the three former distributors to federal court~~part. The Company ~~subsequently~~accrues ~~obtained~~costs ~~injunctive~~to ~~relief~~defend itself from ~~the~~litigation ~~federal~~as ~~court.~~they ~~The~~are ~~parties settled their disputes, and a Joint Motion for Final Dismissal was entered on October 7, 2022~~incurred.

~~(c) Case No. 429-01137-2022; Elevacity U.S., LLC d/b/a~~ The outcome ~~Happy~~of ~~Co.~~litigation ~~and~~is ~~Elepreneurs U.S.~~uncertain, ~~LLC d/b/a Elepreneurs, LLC v. Mark Willodson, Judy Willodson~~ and ~~Valentus,~~despite ~~Inc.,~~management’s ~~pending~~view inof the ~~429th~~merits ~~Judicial District Court~~ of ~~Collin~~any ~~County~~litigation, ~~Texas.~~or Onthe ~~March~~reasonableness 9,of ~~2022,~~ the Company’s ~~filed~~estimates ~~suit against a competitor~~ and ~~former distributors. On March 9~~reserves, ~~2022,~~ the Company’s ~~filed~~financial ~~suit~~statements ~~against~~could anonetheless ~~competitor~~be ~~and~~materially ~~former~~affected ~~distributors. An Agreed Temporary Injunction was entered~~ by ~~the~~an ~~Court against the Willodsons in April 2022~~adverse judgment. ~~On April 4, 2023, this legal proceeding was settled between the parties. (d) Case No. 4:22-cv-00042; Elevacity U.S., LLC d/b/a~~ The ~~Happy~~Company ~~Co.~~believes ~~and~~it ~~Elepreneurs~~has ~~U.S.,~~adequately ~~LLC~~reserved ~~d/b/a Elepreneurs, LLC v. Brian Christopher Schweda, Jr., pending in the United States District Court~~ for the ~~Eastern~~contingencies ~~District~~arising offrom ~~Texas.~~current Onlegal ~~January~~matters ~~20,~~where ~~2022, the Company filed suit against a former distributor. The Defendant filed two motions to dismiss. The Court entered~~ an Order recently denying Defendant’s motion to dismiss for lack of jurisdiction over the Defendant in Texas. As of December 31, 2022, Defendant’s motion to dismiss Plaintiff’s claim of tortious interference remains pending. Regardless of the outcome ~~of that pending motion, the case will move forward with breach of contract claims against the Defendant. On April 10, 2023, this legal proceeding~~ was deemed ~~settled~~to ~~between~~be ~~the parties. (e) Case No. 9:22-cv-00146; Travel Gig~~probable, ~~LLC~~ and ~~Happitravel, LLC v. Sharing Services Global Corporation, SHRG IP Holdings, LLC; Global Travel Destinations, LLC., and Does 1-25, pending in~~ the ~~United~~loss ~~States~~amount ~~District~~could ~~Court~~be ~~for~~reasonably ~~the District of Montana~~estimated. OnNo ~~September~~provision 7, 2022, Plaintiffs filed a lawsuit against the Company and two affiliated entities alleging trademark infringement concerning the Company’s affiliated travel entity. Plaintiffs filed a motion seeking a Preliminary Injunction and the Court set a hearing on the motion for ~~November~~legal 1,matters ~~2022.~~was Ondeemed ~~December~~necessary ~~30,~~as 2022 the Plaintiffs filed a status report to the Court that a settlement had been reached. On February 2, 2023 the Parties filed a Joint Motion for Dismissal. The Court entered a Dismissal with Prejudice on February 6, 2023. (f) Case No. 4:22-cv-00047; Elevacity U.S., LLC d/b/a The Happy Co. and Elepreneurs U.S., LLC d/b/a Elepreneurs, LLC v. Kimberley McLean, pending in the United States District Court for the Eastern District of ~~Texas. On January 20~~March 31, ~~2022, the Company filed suit against a former distributor~~2024. ~~On April 10, 2023, this legal proceeding was settled between the parties.~~

NOTE 20 - BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION

Business Segments -

As of March 31, ~~2023~~2024, and ~~2022~~2023, the Company, through its subsidiaries, markets and sells its products and services to consumers, through its independent sales force and proprietary websites, and to its independent distributors. The Company has determined its reportable segments are: (a) the sale of health and wellness products, and (b) the sale of member-based travel services. The Company’s determination of its reportable segments is based on how its chief operating decision maker manages the business.

The Company’s segment information is as follows:

SCHEDULE OF SEGMENT INFORMATION

		2023			2022
	2024			2023
	Fiscal Year Ended March 31,
	2023			2022
	2024			2023
Net sales
Health and wellness products	$	1510,~~990~~671,~~756~~528		$	3215,~~147~~990,~~330~~756
Other		~~111~~206,~~380~~714			2111,~~276,984~~380
Total net sales	$	1610,~~102~~878,~~136~~242		$	3416,~~424~~102,~~314~~136
Operating earnings (loss):
Segment gross profit:
Health and wellness products	$	97,~~192~~013,~~641~~426		$	229,~~059~~192,~~788~~641
Other		6431,~~029~~839			164,~~562,655~~029
Total segment gross profit		97,~~256~~045,~~670~~265			239,~~622~~256,~~443~~670
Selling and marketing expenses		64,~~989~~104,~~660~~991			176,~~239~~989,~~655~~660
General and administrative expenses		177,~~081~~839,~~915~~639			1917,~~714~~081,~~963~~915
Consolidated operating loss	$	(144,~~814~~899,~~905~~365	)	$	(1314,~~332~~814,~~175~~905	)
Total Assets:
Health and wellness	$	41,~~961~~927,~~068~~213		$	134,~~729~~961,~~219~~068
Corporate		124,~~118~~707,~~647~~701			2912,~~435~~118,~~505~~647
Consolidated total assets	$	176,~~079~~634,~~715~~914		$	4317,~~164~~079,~~724~~715
Payments for property and equipment:
Health and wellness	$	-		$	~~208,952~~-
Corporate		~~1,196,406~~-			91,~~123~~196,~~016~~406
Consolidated payments for property and equipment	$	~~1,196,406~~-		$	91,~~331~~196,~~967~~406
Depreciation and amortization expense:
Health and wellness	$	~~101~~79,~~733~~883		$	94101,~~459~~733
Corporate		~~624~~490,~~933~~712			~~560~~624,~~808~~933
Consolidated depreciation and amortization	$	~~726~~570,~~666~~595		$	~~655~~726,~~267~~666

Geographic Area Information

Our consolidated net sales, by geographic area, were as follows:

SCHEDULE OF CONSOLIDATED NET SALES

Country	~~2023~~2024		~~2022~~2023
	Fiscal Year Ended March 31,
Country	~~2023~~2024		~~2022~~2023
United States	$	1410,~~699~~306,~~480~~213	$	2914,~~803~~699,~~258~~480
Canada		~~769~~556,~~229~~639		2769,~~446,330~~229
Republic of Korea		~~441~~15,~~666~~390		1441,~~706,367~~666
Other		~~191,761~~-		~~468~~191,~~359~~761
Total	$	1610,~~102~~878,~~136~~242	$	3416,~~424~~102,~~314~~136

Our consolidated total assets, by geographic area, were as follows:

SCHEDULE CONSOLIDATED TOTAL ASSETS

Country	~~2023~~2024		~~2022~~2023
	Fiscal Year Ended March 31,
Country	~~2023~~2024		~~2022~~2023
United States	$	156,~~774~~219,~~367~~767	$	3915,~~865~~827,~~782~~730
Republic of Korea		1115,~~053,773~~333		21,~~663~~053,~~149~~773
Other		~~198~~299,~~212~~814		~~635~~198,~~793~~212
Total	$	176,~~079~~634,~~715~~914	$	4317,~~164~~079,~~724~~715

NOTE 21 - SUBSEQUENT EVENTS

On ~~April~~May 109, ~~2023~~2024, the Company, onentered into a securities purchase agreement (the ~~first~~“May ~~part~~HWH SPA”) with HWH whereby the Company issued to HWH a convertible promissory note (the “May HWH Note”) in an aggregate principal amount of $250,000, ~~and~~for Msa purchase price of $250,000. ~~Kimberley~~The ~~McLean~~May HWH Note bears interest at 8% per annum, ~~Mr.~~contains ~~Brian~~a ~~Christopher~~commitment ~~Schweda~~fee of $20,000, ~~Jr.~~and at the option of HWH, ~~Mr.~~convertible ~~Mark~~into ~~Willodson~~208,333,333 Msshares of Common Stock. The May ~~Judy~~HWH ~~Willodson~~Note, ~~and~~together ~~Valentus~~with any accrued interest, ~~Inc.~~reduced ~~(each~~by any unamortized prepaid interest shall, aat ~~competitor~~the discretion of HWH, either be repaid in cash and/or aconvert ~~former~~into ~~distributor~~shares of Common Stock of the Company at a conversion rate of $0.002 per share; due and payable in full on the earliest of: (i), the third anniversary of the May HWH Note; (ii) the acceleration of the May HWH Note upon the occurrence of an event of default (as defined in the May HWH Note); or (iii) on the ~~second~~fifth ~~part,~~business ~~settled~~day ~~all~~after ~~disputes~~HWH has delivered to the Company a written demand ~~between~~for payment of the May HWH Note. The Company ~~and~~may, ~~each~~at its option, at any time during the term of ~~such~~the ~~competitor~~May ~~and/~~HWH Note, redeem a portion or all ~~former~~amounts ~~distributor~~of outstanding principal amount, ~~and~~without ~~exchanged~~incurring ~~mutually~~penalties, ~~acceptable~~additional ~~releases~~interest, or other fees or charges.

On ~~April~~ 17June 6, ~~2023~~2024, the Company ~~and DSSI~~ entered into a ~~Letter~~securities purchase ~~Agreement~~agreement (the “~~Second~~June ~~DSSI~~HWH ~~Letter Agreement~~SPA”) ~~pursuant~~with toHWH ~~which~~ whereby the ~~parties~~Company ~~agreed~~issued to ~~settle~~HWH ~~the~~a ~~interest~~convertible ~~accrued~~promissory onnote (the ~~2022~~“June HWH Note”) ~~between~~in ~~January~~an 1aggregate principal amount of $250,000, ~~2023~~for a purchase price of $250,000. ~~through~~The June HWH Note bears interest at 8% per annum and ~~including~~contains ~~March~~a ~~31,~~commitment ~~2023~~fee of $20,000. ~~In accordance~~The June HWH Note, together with ~~the~~any ~~Second~~accrued ~~DSSI~~interest, ~~Letter~~reduced ~~Agreement~~by any unamortized prepaid interest shall, at the ~~Company~~discretion ~~agreed~~of toHWH, ~~issue~~either 28be repaid in cash and/or converted into 2,~~877~~500,~~005~~ 000,000 shares of ~~the Company’s~~ Common Stock, at a ~~price~~conversion ~~per~~rate ~~share~~ of $0.~~0187~~0001 per share; due and payable in ~~lieu~~full on the earliest of: ~~cash~~(i) ~~payment~~the tothird ~~satisfy~~anniversary of the ~~accrued~~June ~~and~~HWH ~~unpaid~~Note; ~~interest~~(ii) ~~between~~the ~~January~~acceleration 1,of ~~2023,~~the ~~through~~June ~~and~~HWH Note upon the occurrence of an event of default (as defined in the June HWH ~~including~~Note); ~~March~~or 31(iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the June HWH Note. The Company may, ~~2023~~at its option, inat any time during the ~~amount~~term of ~~$540~~the June HWH Note,~~000~~ ~~owed~~redeem toa ~~DSSI~~portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On ~~May~~ 4June 19, ~~2023~~2024, ~~DSS~~the Company and~~/or~~ ~~DSSI~~HWH ~~distributed~~entered ~~280,528,500~~into ~~shares~~an ~~they~~addendum ~~held of SHRG~~ to ~~DSS,~~the ~~Inc.’s~~June HWH ~~shareholders~~SPA inand ~~connection~~June ~~with~~HWH ~~the Form~~Note ~~S-1~~to ~~(file~~amend: ~~no. 333-271184~~(i) ~~initially filed with~~ the ~~Securities~~number ~~and~~of ~~Exchange~~shares ~~Commission~~of onCommon ~~April~~Stock 7,convertible ~~2023,~~under ~~and~~the ~~declared~~June ~~effective~~HWH ~~on April~~Note ~~25,~~from ~~2023. As a result of this distribution~~2,500,000 ~~DSS~~to 125,000,000; and ~~affiliates~~(ii) ~~ceased~~the ~~being~~conversion arate ~~majority~~from ~~shareholder~~$0.0001 ofto ~~the Company~~$0.002.

~~NOTE 22 – SUPPLEMENTARY FINANCIAL INFORMATION~~71

We are a Smaller Reporting Company, as defined in Rule 12b-2 of the Exchange Act, and, accordingly, are not required to provide the supplementary financial information otherwise required by Item 302, as amended.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~None~~The disclosure with respect to the change in our independent registered accountants required under this section was previously reported as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, on a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2023. As previously reported, there were no disagreements or any reportable events to disclose.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the fiscal period covered by this Annual Report, and concluded that, as of March 31, ~~2023~~2024, due to significant deficiencies described below, hethe Company’s disclosure controls and procedures are ineffective in providing reasonable assurance that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management and its Board of Directors, as appropriate to allow timely decisions regarding required disclosure.

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

Management’s Annual Report on Internal Control over Financial Reporting.

Management of the Company, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management, with the participation of our CEO and our CFO, assessed the effectiveness of our internal control over financial reporting as of March 31, ~~2023~~2024, and concluded that our internal control over financial reporting was ineffective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. ~~Our~~due ~~conclusion is based on the fact that we do not have sufficient number of qualified accounting personnel~~ to ~~ensure~~material ~~proper~~weaknesses ~~segregation~~identified ~~of incompatible duties, perform timely account analyses, and timely preparation and review of our financial statements~~below. To remediate these significant deficiencies, our management is in the process of (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience; (ii) enhancing our accounting and financial reporting process, and (iii) strengthening our account reconciliation and documentation procedures.

	1.	As of March 31, 2024, our management has identified material weaknesses in our internal controls to review and reconcile account balances on a monthly basis and has concluded that, due to such material weakness, our disclosure controls and procedures were not effective.

	2.	As of March 31, 2024, our management has identified material weaknesses in our internal controls to complete document procedures that timely completes monthly reconciliations and closing procedures. Accordingly, management has determined that this control deficiency constitutes a material weakness.

All internal control systems, no matter how well designed, have inherent limitations. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

6972

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except as stated below, the information required by Item 10 of this Annual Report is incorporated herein by reference ~~from~~to ~~our~~the ~~Proxy~~definitive proxy statement for ~~Statement related to~~ the ~~2023~~2024 Annual Meeting of Stockholders, ~~under~~which will be filed with the ~~headings~~Securities ~~“PROPOSAL~~and 1Exchange –Commission ~~ELECTION~~no OFlater ~~DIRECTORS,”~~than ~~“DIRECTORS, EXECUTIVE~~120 ~~OFFICERS~~days ~~AND~~after ~~CORPORATE~~March ~~GOVERNANCE~~31, 2024.”

Directors and Executive Officers

Heng Fai Ambrose Chan, Frank D. Heuszel, and John (“JT”) Thatch, each a Director of the Company, also serve on the Board of Directors of DSS, Inc. (formerly Document Security Systems, Inc.) (“DSS”). Mr. Chan also serves as Executive Chairman of the Company’s Board of Directors of the Company. Mr. Thatch also serves as President, CEO and Vice Chairman of the Company’s Board of Directors of the Company. Until May 4, 2023, DSS, together with its subsidiary, Decentralized Sharing Systems, Inc., was a majority shareholder of the Company. On May 4, 2023, DSS and/or DSSI distributed 280,528,500 shares they held of SHRG to DSS, Inc.’s shareholders in connection with the Form S-1 (file no. 333-271184) initially filed with the Securities and Exchange Commission on April 7, 2023, and declared effective on April 25, 2023. As a result of the distribution, DSS and affiliates ceased being a majority shareholder of the Company.

Code of Business Conduct and Ethics

The Company’s Board of Directors has adopted a Code of Business Conduct and Ethics that applies to the Company’s directors, officers and employees. Copies of this document are available in print to any person, free of charge, upon written request to our Investor Relations Department at 5200 Tennyson Pkwy, Suite 400, Plano, Texas 75024.

Involvement in Legal Proceedings

No Executive Officer or Director of the registrant has been convicted in a criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending. In addition, no Executive Officer of the registrant is the subject of any other type of legal proceedings pending.

As of the date hereof, no Executive Officer or Director of the registrant is involved in any bankruptcy petition by or against any business in which they are a general partner, an executive officer or a director at this time or within two years of any involvement as a general partner, executive officer, or director of any business.

ITEM 11. EXECUTIVE COMPENSATION

~~We are~~The ainformation ~~Smaller~~required ~~Reporting~~by ~~Company,~~this asitem ~~defined~~is incorporated by reference to the indefinitive proxy statement for ~~Rule~~the ~~12b-2~~2024 ofAnnual ~~the~~Meeting ~~Exchange~~of ~~Act and~~Stockholders, ~~accordingly,~~which ~~have~~will ~~omitted~~be ~~certain~~filed ~~information~~with ~~required by~~the ~~Item~~SEC 11no oflater ~~this~~than 120 ~~Annual~~days ~~Report~~after asMarch ~~permitted~~31, ~~by applicable scaled disclosure rules~~2024.

The additional information required by Item 11 of this Annual Report is incorporated herein by reference from our Proxy Statement related to the 2023 Annual Meeting of Stockholders under the headings “EXECUTIVE COMPENSATION – DIRECTOR AND OFFICER COMPENSATION,” “SUMMARY COMPENSATION TABLE,” “DIRECTOR COMPENSATION” and “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as stated below, the information required by Item 12 of this Annual Report, including information about securities granted under individual compensation arrangements with executives of the registrant, is incorporated herein by reference to ~~from~~the ~~our~~definitive proxy statement for ~~Proxy Statement related to~~ the ~~2023~~2024 Annual Meeting of Stockholders, ~~under~~which ~~the~~will ~~headings~~be ~~“EXECUTIVE~~filed ~~COMPENSATION”~~with the Securities and ~~“SECURITY~~Exchange ~~OWNERSHIP~~Commission OFno ~~CERTAIN BENEFICIAL~~later ~~OWNERS~~than ~~AND~~120 ~~MANAGEMENT~~days after March 31, 2024.”

7073

Equity Compensation Plans

In the fiscal year ended March 31, 2022, the Company did not issue securities to its directors, officers, employees, independent sales distributors, and consultants. In the fiscal year ended March 31, 2023, the Company issued a fully vested warrant to purchase up to 8,444,663 shares of the Company Common Stock, at the exercise price of $0.0001 per share, to the Company’s CEO John “JT” Thatch. The fair value of the warrant on the grant date was $109,780.

In the fiscal years ended March 31, 2021, and April 30, 2020, the Board authorized the issuance of fully vested stock warrants to purchase an aggregate of up to 29,200,000 shares and 32,000,000 shares, respectively, of the Company’s Common Stock to its employees, including 24,700,000 shares and 32,000,000 shares, respectively, exercisable at a price linked to the price of a share of the Company’s stock multiplied by a discount rate. As of March 31, 2022, stock warrants to purchase up to 19,700,000 shares under these authorizations remain outstanding.

In addition, in the fiscal years 2018 and 2019, the Company issued fully vested stock warrants in connection with certain stock subscription agreements. These warrants convey the right to purchase up to 2,180,000 shares of the Company’s Common Stock, at an exercise price determined by the average trading price per share of the Company’s Common Stock and expired in the fiscal year 2023.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~We are~~The ainformation ~~Smaller~~required ~~Reporting~~by ~~Company,~~this asitem ~~defined~~is incorporated by reference to the indefinitive proxy statement for ~~Rule~~the ~~12b-2~~2024 ofAnnual ~~the~~Meeting ~~Exchange~~of ~~Act and~~Stockholders, ~~accordingly,~~which ~~have~~will ~~omitted~~be ~~certain~~filed ~~information~~with ~~required by~~the ~~Item~~Securities 13and Exchange ofCommission ~~this~~no ~~Annual~~later ~~Report~~than as120 ~~permitted~~days byafter ~~applicable~~March ~~scaled~~31, ~~disclosure rules~~2024.

The additional information required by Item 13 of this Annual Report is incorporated herein by reference from our Proxy Statement related to the Fiscal 2023 Annual Meeting of Stockholders under the heading “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by ~~Item 14 of~~ this ~~Annual~~item ~~Report~~ is incorporated ~~herein~~ by reference ~~from our Proxy Statement related~~ to the definitive proxy statement for the ~~2023~~ 2024 Annual Meeting of Stockholders, ~~under~~which will be filed with the ~~heading~~Securities ~~“PROPOSAL~~and Exchange 4Commission –no ~~RATIFICATION~~later OFthan ~~THE~~120 ~~APPOINTMENT~~days OFafter ~~OUR~~March ~~INDEPENDENT~~31, ~~AUDITORS~~2024.”

7174

PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this Annual Report:

(a) List of Financial Statements and Financial Statement Schedules required by Item 8 of this Annual Report: See Consolidated Financial Statements beginning on Page 37 of this Annual Report. Certain financial statement schedules have been omitted because the required information does not apply or is contained in the registrant’s Consolidated Financial Statements, including the notes thereto.

(b) Exhibits

The following exhibits are filed as part of this Annual Report or are incorporated herein by reference:

3.1		Third Amended and Restated Articles of Incorporation of Sharing Services Global Corporation, which is incorporated herein by reference from Exhibit A to the Company’s Proxy Statement on Schedule 14A filed on July 14, 2022
3.2		Bylaws of Sharing Services Global Corporation, which is incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 24, 2019
4.1		Certificate of Designation of Series A Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on May 8, 2017
3.3		Certificate of Designation of Series A Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on May 8, 2017
4.2		Certificate of Designation of Series C Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.4 to the Company’s Current Report on Form 8-K filed on May 8, 2017
3.4		Certificate of Designation of Series C Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.4 to the Company’s Current Report on Form 8-K filed on May 8, 2017
4.3		Convertible Promissory Note dated April 5, 2021, issued by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on April 9, 2021
3.5		Certificate of Designation of Series D Preferred Stock, dated August 31, 2023, which is incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 5, 2023
4.4		Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 1.3 to the Company’s Current Report on Form 8-K filed on April 9, 2021
3.6		Amended and Restated Certificate of Designation of Series D Preferred Stock, which is incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2023
4.5		Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 29, 2021
4.1		Convertible Promissory Note dated April 5, 2021, issued by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on April 9, 2021
4.6		Form of Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022
4.2		Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 1.3 to the Company’s Current Report on Form 8-K filed on April 9, 2021
4.7		Form of Secured Advancing Convertible Promissory Note issued, in June 2022, by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 4.8 to the Company’s Annual Report on Form 10-K filed on June 21, 2022
4.3		Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 29, 2021
4.8		Form of Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock issued, in June 2022, by Sharing Service Global Corporation to Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 4.9 to the Company’s Annual Report on Form 10-K filed on June 21, 2022
4.4		Form of Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022
4.5		Form of Secured Advancing Convertible Promissory Note issued, in June 2022, by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 4.8 to the Company’s Annual Report on Form 10-K filed on June 21, 2022
4.6		Form of Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock issued, in June 2022, by Sharing Service Global Corporation to Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 4.9 to the Company’s Annual Report on Form 10-K filed on June 21, 2022
4.7		Convertible Promissory Note issued by Sharing Services Global Corporation to Alset, Inc., dated January 17, 2024, which is incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 27, 2024
4.8		Convertible Promissory Note issued by Sharing Services Global Corporation to HWH International Inc., dated March 18, 2024, which is incorporated herein by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 27, 2024
4.9		Common Stock Purchase Warrant issued by Sharing Services Global Corporation to HWH International Inc., dated March 18, 2024, which is incorporated herein by reference from Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 27, 2024
4.10		Convertible Promissory Note issued by Sharing Services Global Corporation to HWH International Inc., dated May 9, 2024, which is incorporated herein by reference from Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on June 27, 2024
4.11		Convertible Promissory Note issued by Sharing Services Global Corporation to HWH International Inc., dated June 6, 2024, which is incorporated herein by reference from Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on June 27, 2024
10.1		Securities Purchase Agreement dated as of April 5, 2021. by and among Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on April 9, 2021

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10.2		Stock Purchase and Share Subscription Agreement dated as of December 23, 2021, by and among Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2021
10.3		Business Consulting Agreement dated January 24, 2022, by and between Sharing Service Global Corporation and DSS, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022
10.4		Form of Distributor Agreement of The Happy Co., which is incorporated herein by reference from Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed on June 10, 2021
10.5		2021 The Happy Co. Brand Partner Compensation Plan, which is incorporated herein by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed on June 10, 2021
10.6		Form of Securities Purchase Agreement entered into, in June 2022, by and among Sharing Services Global Corporation, and the Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on June 21, 2022
10.7		Form of Security Agreement made, in June 2022, by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on June 21, 2022
10.8		Form of Loan Agreement entered into, in June 2022, by and between LINDEN REAL ESTATE HOLDINGS, LLC and AMERICAN PACIFIC BANCORP, INC., which is incorporated herein by reference from Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on June 21, 2022
10.9		Form of DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT made, in June 2022, by LINDEN REAL ESTATE HOLDINGS, LLC in favor of Cottonwood Title Insurance Agency, Inc., for the benefit of American Pacific Bancorp, Inc., which is incorporated herein by reference from Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on June 21, 2022
10.10		Form of Demand Promissory Note issued, in June 2022, by LINDEN REAL ESTATE HOLDINGS, LLC in favor of AMERICAN PACIFIC BANCORP, INC., which is incorporated herein by reference from Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on June 21, 2022
10.11		Letter Agreement dated February 3, 2023, by and between Sharing Service Global Corporation and DSS, Inc., which is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 29, 2023
10.12		Letter Agreement dated February 28, 2023, by and between Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 29, 2023
10.13		Securities Exchange and Amendment Agreement dated March 24, 2023, by and between Sharing Service Global Corporation, DSS, Inc., and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 30, 2023
10.14		Letter Agreement dated April 17, 2023, by and between Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2023
10.15		Exchange Agreement between Sharing Services Global Corporation and Decentralized Sharing System, Inc., dated August 31, 2023, which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 5, 2023
10.16†		Asset Purchase Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023
10.17		Bill of Sale and Assumption Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023, which is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023
10.18		Exclusive Intellectual Property License Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023, which is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023
10.19		Assignment and Assumption Agreement between Sharing Services Global Corporation, Decentralized Sharing Systems, Inc., and Ascend Management Pte. Ltd., dated November 3, 2023, which is incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023
10.20		Securities Purchase Agreement between Sharing Services Global Corporation and HWH International Inc., dated March 18, 2024, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2024
10.21		Securities Purchase Agreement between Sharing Services Global Corporation and HWH International Inc., dated May 9, 2024, which is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2024
10.22		Securities Purchase Agreement between Sharing Services Global Corporation and HWH International Inc., dated June 6, 2024, which is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2024
10.23		Addendum between Sharing Services Global Corporation and HWH International Inc., dated June 19, 2024, which is incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2024
21.1		List of Subsidiaries of Sharing Services Global Corporation *
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101		The following financial information from our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, and 2022, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Comprehensive Loss; (iii) the Consolidated Statements of Cash Flows and (iv) Consolidated Statements of Stockholders’ Equity (Deficit) *
101.INS101		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) *
101.SCH		Inline XBRL Taxonomy Extension Schema Document *
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) *

*Filed herewith

** Furnished herewith

† Schedules and exhibits have been omitted pursuant to Item 601(ca) ~~Financial~~(5) ~~Statement~~of ~~Schedules~~Regulation –S-K, ~~Not~~and ~~applicable~~portions of this exhibit have been redacted in compliance with Item 601(b)(2) of Regulation S-K.

ITEM 16. FORM 10-K SUMMARY.

As permitted, the Company has elected to omit the information required by Item 16 of this Annual Report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the ~~23rd~~1st day of ~~June~~July ~~2023~~2024.

	SHARING SERVICES GLOBAL CORPORATION
	(Registrant)

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

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John Thatch	Chief Executive Officer and Vice Chairman of the Board of	~~June~~July 231, ~~2023~~2024
John Thatch	Directors (Principal Executive Officer)
/s/ Heng Fai Ambrose Chan	Executive Chairman of the Board of Directors	June 23, 2023
/s/ Anthony S. Chan	Chief Financial Officer (Principal Accounting Officer)	July 1, 2024
Anthony S. Chan
/s/ Heng Fai Ambrose Chan	Executive Chairman of the Board of Directors	July 1, 2024
Heng Fai Ambrose Chan
/s/ David K. Keene	Director	June 23, 2023
/s/ Robert H. Trapp	Director	July 1, 2024
David K. Keene
/s/ Frank D. Heuszel	Director	June 23, 2023
Frank D. Heuszel
/s/ Castel B. Hibbert	Director	June 23, 2023
Castel B. Hibbert
/s/ Robert H. Trapp	Director	June 23, 2023
Robert H. Trapp
/s/ Christian Zimmerman	Director	June 23, 2023
Christian Zimmerman

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