Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2021 | Aug. 06, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-55997 | |
Entity Registrant Name | SHARING SERVICES GLOBAL CORPORATION | |
Entity Central Index Key | 0001644488 | |
Entity Tax Identification Number | 30-0869786 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1700 Coit Road | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Plano | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75075 | |
City Area Code | 469 | |
Local Phone Number | 304-9400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 187,610,769 | |
Entity Information, Former Legal or Registered Name | None |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 35,918,667 | $ 12,144,409 |
Trade accounts receivable, net | 1,510,153 | 1,514,359 |
Income taxes receivable | 1,011,797 | 1,011,740 |
Notes receivable, net | 84,529 | 94,600 |
Inventory, net | 5,825,361 | 2,471,310 |
Other current assets | 3,573,308 | 2,403,634 |
Total Current Assets | 47,923,815 | 19,640,052 |
Property and equipment, net | 1,060,468 | 887,950 |
Right-of-use assets, net | 288,268 | 428,075 |
Deferred income taxes, net | 1,873,170 | |
Intangible assets | 796,182 | 188,567 |
Other assets | 188,883 | 219,142 |
TOTAL ASSETS | 50,257,616 | 23,236,956 |
Current Liabilities | ||
Accounts payable | 2,263,780 | 1,295,174 |
Accrued sales commission payable | 3,856,998 | 4,713,777 |
Employee stock warrants liability | 1,920,629 | 3,132,161 |
Note payable | 1,040,400 | |
Accrued and other current liabilities | 4,785,225 | 5,876,131 |
Current portion of convertible notes payable, net of unamortized debt discount of $0 at June 30 and $369 at March 31 | 100,000 | 99,631 |
Total Current Liabilities | 12,926,632 | 16,157,274 |
Deferred income taxes, net | 4,517,050 | |
Convertible notes payable, net of unamortized debt discount of $27,659,101 and deferred financing costs of $2,764,599 at June 30 and unamortized debt discount of $15,238 at March 31 | 2,390,899 | 34,762 |
Settlement liability, long term portion | 539,522 | 808,071 |
Lease liability, long-term | 52,399 | 77,810 |
TOTAL LIABILITIES | 20,426,502 | 17,077,917 |
Stockholders’ Equity | ||
Additional paid in capital | 71,845,068 | 43,757,768 |
Shares to be issued | 12,146 | 12,146 |
Accumulated deficit | (42,077,846) | (37,627,718) |
Cumulative translation adjustments | 32,203 | |
Total Stockholders’ Equity | 29,831,114 | 6,159,039 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 50,257,616 | 23,236,956 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock value | 510 | 510 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock value | ||
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock value | 322 | 323 |
Common Class A [Member] | ||
Stockholders’ Equity | ||
Common stock value | 18,711 | 16,010 |
Common Class B [Member] | ||
Stockholders’ Equity | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Unamortized debt discount, current | $ 0 | $ 369 |
Unamortized debt discount, non-current | 27,659,101 | $ 15,238 |
Deferred financing costs | $ 2,764,599 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 5,100,000 | 5,100,000 |
Preferred stock, shares outstanding | 5,100,000 | 5,100,000 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 3,220,000 | 3,230,000 |
Preferred stock, shares outstanding | 3,220,000 | 3,230,000 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 187,110,769 | 160,100,769 |
Common stock, shares outstanding | 187,110,769 | 160,100,769 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 11,211,526 | $ 21,889,160 |
Cost of goods sold | 3,353,810 | 5,889,026 |
Gross profit | 7,857,716 | 16,000,134 |
Operating expenses | ||
Selling and marketing expenses | 5,150,475 | 9,601,832 |
General and administrative expenses | 4,728,310 | 6,369,270 |
Total operating expenses | 9,878,785 | 15,971,102 |
Operating earnings (loss) | (2,021,069) | 29,032 |
Other income (expense) | ||
Interest expense, net | (2,930,014) | (9,127) |
Litigation settlements and other non-operating | (23,605) | (78,822) |
Gain (loss) on employee warrants liability | 1,134,170 | (1,123,500) |
Gain on extinguishment of debt | 1,040,400 | |
Total other income (expense), net | (779,049) | (1,211,449) |
Loss before income taxes | (2,800,118) | (1,182,417) |
Income tax (benefit) provision | 747,889 | (133,717) |
Net loss | (3,548,007) | (1,048,700) |
Other Comprehensive Income/Loss (net of tax): | ||
Currency translation adjustments | 32,203 | |
Total other comprehensive income | 32,203 | |
Comprehensive loss | $ (3,515,804) | $ (1,048,700) |
Earnings (loss) per share: | ||
Basic | $ (0.02) | $ (0.01) |
Diluted | $ (0.02) | $ (0.01) |
Weighted average shares: | ||
Basic | 184,435,274 | 140,202,821 |
Diluted | 184,435,274 | 140,202,821 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,548,007) | $ (1,048,700) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 87,114 | 42,217 |
Stock-based compensation expense (gain) | (931,533) | 2,650,467 |
Deferred income tax benefit | (717,960) | (567,777) |
Amortization of debt discount and other | 2,356,507 | 25,121 |
Gain on extinguishment of debt | (1,040,400) | |
Provision for obsolete inventory | 116,334 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,755 | 43,588 |
Inventory | (3,450,228) | (185,639) |
Other current assets | 730,387 | (714,713) |
Other assets | (89,935) | |
Accounts payable | 959,990 | 51,281 |
Income taxes payable | 1,446,896 | 316,074 |
Lease liability | 1,621 | 1,638 |
Accrued and other liabilities | (1,942,929) | (4,318,040) |
Net Cash Used in Operating Activities | (6,017,388) | (3,704,483) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for property and equipment | (244,728) | (61,046) |
Collection of notes receivable | 10,070 | 48,698 |
Due to related parties and other | (8,400) | |
Net Cash Used in Investing Activities | (234,658) | (20,748) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 3,000,000 | |
Proceeds from issuance of promissory notes | 30,000,000 | 1,040,400 |
Repayment of promissory notes payable | ||
Net Cash Provided by Financing Activities | 30,000,000 | 4,040,400 |
IMPACT OF CURRENCY RATE CHANGES ON CASH | 26,304 | |
Increase in cash and cash equivalents | 23,774,258 | 315,169 |
Cash and cash equivalents, beginning of period | 12,144,409 | 11,742,728 |
Cash and cash equivalents, end of period | 35,918,667 | 12,057,897 |
Supplemental cash flow information | ||
Cash paid for interest | 14,442 | 3,687 |
Cash paid for income taxes | 4,398 | |
Supplemented disclosure of non-cash investing and financing activities: | ||
Stock issued for financing fees and prepaid interest on debt | 5,400,000 | |
Settlement obligation satisfied with shares of common stock | $ 400,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Class A And B [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Shares To Be Issued [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Cumulative Translation Adjustments [Member] | Total |
Balance – April 30, 2020 at Apr. 30, 2020 | $ 3,248 | $ 1,000 | $ 349 | $ 13,607 | $ 38,871,057 | $ (114,405) | $ 11,785 | $ (1,532,355) | $ (33,992,697) | $ 3,261,589 | |
Beginning balance, shares at Apr. 30, 2020 | 32,478,750 | 10,000,000 | 3,490,000 | 136,072,386 | |||||||
Currency translation adjustments | |||||||||||
Common stock issued for cash | $ 3,000 | 2,997,000 | 3,000,000 | ||||||||
Common stock issued for cash, shares | 30,000,000 | ||||||||||
Common stock issued upon settlement of litigation | $ 1,000 | 399,000 | 400,000 | ||||||||
Common stock issued upon settlement of litigation, shares | 10,000,000 | ||||||||||
Preferred stock retired | $ (563) | 563 | |||||||||
Preferred stock retired, shares | (5,628,750) | ||||||||||
Stock warrants exercised | |||||||||||
Net earnings | (1,048,700) | (1,048,700) | |||||||||
Ending balance, shares at Jul. 31, 2020 | 26,850,000 | 10,000,000 | 3,490,000 | 176,072,386 | |||||||
Balance – April 30, 2020 at Apr. 30, 2020 | $ 3,248 | $ 1,000 | $ 349 | $ 13,607 | 38,871,057 | (114,405) | 11,785 | (1,532,355) | (33,992,697) | 3,261,589 | |
Beginning balance, shares at Apr. 30, 2020 | 32,478,750 | 10,000,000 | 3,490,000 | 136,072,386 | |||||||
Net earnings | (1,235,021) | ||||||||||
Balance – July 31, 2020 at Mar. 31, 2021 | $ 510 | $ 323 | $ 16,010 | 43,757,768 | 12,146 | (37,627,718) | 6,159,039 | ||||
Ending balance, shares at Mar. 31, 2021 | 5,100,000 | 3,230,000 | 160,100,769 | ||||||||
Balance – April 30, 2020 at Jun. 30, 2020 | $ 2,685 | $ 1,000 | $ 349 | $ 17,607 | 42,267,620 | (114,405) | 11,785 | (1,532,355) | (35,041,397) | 5,612,889 | |
Ending balance, shares at Jul. 31, 2020 | 26,850,000 | 10,000,000 | 3,490,000 | 176,072,386 | |||||||
Balance – April 30, 2020 at Mar. 31, 2021 | $ 510 | $ 323 | $ 16,010 | 43,757,768 | 12,146 | (37,627,718) | 6,159,039 | ||||
Beginning balance, shares at Mar. 31, 2021 | 5,100,000 | 3,230,000 | 160,100,769 | ||||||||
Common stock issued for deferred financing costs and prepaid interest on debt | $ 2,700 | 6,477,300 | (1,080,000) | 5,400,000 | |||||||
Common stock issued for deferred financing costs and prepaid interest on debt, shares | 27,000,000 | ||||||||||
Conversions of preferred stock | $ (1) | $ 1 | |||||||||
Conversions of preferred stock, shares | (10,000) | 10,000 | |||||||||
Issuance of debt with beneficial conversion feature and in-the-money stock warrant, net of tax | 21,330,000 | 21,330,000 | |||||||||
Expiration of common stock puts | 177,879 | 177,879 | |||||||||
Stock-based compensation expense | 280,000 | 280,000 | |||||||||
Currency translation adjustments | 32,203 | 32,203 | |||||||||
Net earnings | (3,548,007) | (3,548,007) | |||||||||
Balance – July 31, 2020 at Jun. 30, 2021 | $ 510 | $ 322 | $ 18,711 | $ 71,845,068 | $ 12,146 | $ (42,077,846) | $ 32,203 | $ 29,831,114 | |||
Ending balance, shares at Jun. 30, 2021 | 5,100,000 | 3,220,000 | 187,110,769 |
DESCRIPTION OF OPERATIONS AND B
DESCRIPTION OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF OPERATIONS AND BASIS OF PRESENTATION Description of Operations Sharing Services Global Corporation and subsidiaries (“Sharing Services”, “we,” or the “Company”) is a publicly traded company that aims to build shareholder value by developing or acquiring businesses that augment the Company’s product and services portfolio, business competencies, and geographic reach. The Company is an emerging growth company and was incorporated in the State of Nevada in April 2015. In its fiscal year 2021, the Company changed its fiscal year-end from a fiscal year ending on April 30 to a fiscal year ending on March 31. The Company has decided not to restate the information reported for prior accounting periods, because: (a) the Company’s business is not inherently seasonal, (b) the change in fiscal years did not 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. Accordingly, the condensed consolidated financial statements included herein reflect the results of operations and cash flows for the three months ended June 30, 2021 (91 days) compared to the three months ended July 31, 2020 (92 days). Currently, the Company markets and distributes its health and wellness and other products primarily in the United States, Canada, the Republic of Korea, and other countries in the Asia Pacific region. The Company does not currently operate retail stores. Through its subsidiaries, the Company currently markets its products and services through an independent sales force, using a direct selling business model. Basis of Presentation The condensed consolidated interim financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted pursuant to the rules and regulations of the SEC, although we believe that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Transition Report on Form 10-K for the transition period ended March 31, 2021. Unless so stated, the disclosures in the accompanying condensed consolidated financial statements do not repeal the disclosures in our consolidated financial statements for the transition period ended March 31, 2021. During the 11-month transition period ended March 31, 2021, and the three months ended June 30, 2021, the Company’s net loss was $ 1,235,021 3,548,007 1,566,970 6,017,388 35,918,667 30 The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain reclassifications have been made to the prior year data to conform to the current period’s presentation, primarily consisting, as of March 31, 2021, reclassification of the liability associated with uncertain tax positions of $ 904,643 1,123,500 Correction of Errors In the three months ended January 31, 2021, the Company identified two errors in amounts previously reported in its Quarterly Report on Form 10-Q for the interim periods ended July 31, 2020, concerning the method used to capitalize work-in-progress for projects and errors in its stock-based compensation expense related to employment contracts. Accordingly, in the three months ended January 31, 2021, the Company made the following corrections to previously reported amounts: Capitalization of Costs for Ongoing Projects and Development of a New Business Brand 816,116 58,038 Stock-based Compensation Expense 5,587 The impact on our previously reported Net Earnings for the affected period indicated is: Schedule of Previously Reported Net Earnings Three Months Ended July 31, 2020 Net Earnings/(Loss) – As Reported $ (1,093,377 ) Adjustments (net of tax): Capitalized Projects 50,264 Warrant Benefit / (Expense) (5,587 ) Total Adjustments (net of tax) 44,677 Net Earnings/(Loss) – As Corrected $ (1,048,700 ) The Company has identified the impacted internal controls for both errors and has implemented additional internal controls in order to identify and mitigate in the future. 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: the recoverability of notes and accounts 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 performance obligations resulting from contracts with customers, 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 stock-based compensation awards, the measurement and recognition of uncertain tax positions, 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, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company includes in its cash and cash equivalents credit card receivables due from its merchant processors, which are expected to be settled within 24 to 72 hours. At June 30, 2021, and March 31, 2021, credit card receivables were $ 4,260,380 6,225,139 4,416,179 1,612,026 Inventory Inventory consists of finished goods and promotional materials and are stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method, or net realizable value. The Company periodically assesses its inventory levels when compared to current and anticipated sales levels. During the three months ended June 30, 2021, and July 31, 2020, the Company recognized a provision for excess (slow-moving) or obsolete inventory of $ 116,334 and ni Other Current Assets As of June 30, 2021, and March 31, 2021, other current assets were $ 3,573,308 2,403,634 971,619 1,845,722 233,155 320,631 534,013 210,665 1,834,521 Accrued and Other Current Liabilities As of June 30, 2021, and March 31, 2021, accrued and other current liabilities were $ 4,785,225 5,876,131 971,917 1,449,359 927,178 1,048,717 921,977 904,643 25,000 700,000 722,904 523,454 363,008 376,921 260,623 373,398 592,618 499,639 Note Payable In May 2020, the Company was granted a loan (the “PPP Loan”) by a commercial bank in the amount of $ 1.0 At March 31, 2021, loan principal in the amount of $ 1.0 1.0 Foreign Currency Translation Prior to April 1, 2021, substantially all our consolidated net sales were denominated in U.S. dollars. As part of our growth initiatives, we are in the process of expanding 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 reported in cumulative translation adjustments in our consolidated balance sheets. Comprehensive Income For the three months ended June 30, 2021, the Company’s comprehensive income was comprised of currency translation adjustments and net earnings (loss). Prior to April 1, 2021, the only component of the Company’s comprehensive income was its net earnings (loss). Revenue Recognition As of June 30, 2021, and March 31, 2021, deferred sales revenue associated with product invoiced but not received by customers at the balance sheet date was $ 779,844 1.2 121,798 153,216 70,275 95,780 During the three months ended June 30, 2021, no individual customer, or affiliated group of customers, represents 10 70 31 39 30 89 93 10 During the three months ended June 30, 2021, substantially all our consolidated net sales are from our health and wellness products (including approximately 42 27 12 19 98 60 27 11 During the three months ended June 30, 2021, approximately 49 51 98 Sales Commissions The Company recognizes sales commission expense, when incurred, in accordance with GAAP. During the three months ended June 30, 2021, and July 31, 2020, sales commission expense, which is included in selling and marketing expenses in our consolidated statements of earnings and comprehensive income, was $ 5.0 9.4 Recently Issued Accounting Standards - Recently Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes Recently Issued Accounting Standards - Pending Adoption In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity |
INVENTORY
INVENTORY | 3 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 2 – INVENTORY Inventories consist of finished goods and promotional materials. The Company provides an allowance for any slow-moving or obsolete inventory. As of June 30, 2021, and March 31, 2021, inventory consists of the following: SCHEDULE OF INVENTORY June 30, 2021 March 31, 2021 Finished Goods $ 6,026,753 $ 2,556,368 Allowance for inventory obsolescence (201,392 ) (85,058 ) Inventory, net $ 5,825,361 $ 2,471,310 The increase in finished goods for the quarter, compared to as of March 31, 2021, is primarily due to the acquisition of product related to our South Korean operations, which stated selling product in June 2021. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Jun. 30, 2021 | |
Earnings (loss) per share: | |
EARNINGS (LOSS) PER SHARE | NOTE 3 – EARNINGS (LOSS) PER SHARE We calculate basic earnings (loss) per share by dividing net earnings (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 outstanding convertible preferred stock, convertible notes payable, stock warrants and other commitments to issue common stock, except where the impact would be anti-dilutive. The calculation of diluted earnings per share also reflects an adjustment to net earnings for the potential reduction to a reporting period’s interest expense, net of applicable income tax, which would result if the Company’s convertible notes payable were converted at the beginning of such reporting period. The following table sets forth the computations of basic and diluted earnings (loss) per share: SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNINGS PER SHARE June 30, 2021 July 31, 2020 Three Months Ended July 31, June 30, 2021 July 31, 2020 Net loss $ (3,548,007 ) $ (1,048,700 ) Weighted average basic shares 184,435,274 140,202,821 Weighted average diluted shares 184,435,274 140,202,821 Loss per share: Basic $ (0.02 ) $ (0.01 ) Diluted $ (0.02 ) $ (0.01 ) The following potentially dilutive securities and instruments were outstanding as of June 30, 2021, and July 31, 2020, but excluded from the table above because their impact would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING June 30, 2021 July 31, 2020 Convertible preferred stock 8,325,165 44,133,288 Convertible notes payable 152,231,082 10,406,100 Stock warrants 168,295,815 27,695,037 Total potential incremental shares 328,852,062 82,234,425 The preceding table does not include 8,750,000 11,625,000 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 4 - CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE Issuance Date Maturity Date Interest Rate Conversion Price (per share) June 30, 2021 March 31, 2021 April 2021 April 2024 8 % $ 0.20 $ 30,000,000 $ - October 2017 October 2022 12 % $ 0.15 50,000 50,000 April 2018 April 2021 0 % $ 0.01 100,000 100,000 Total convertible notes payable 30,150,000 150,000 Less: unamortized debt discount and deferred financing costs 27,659,101 15,607 2,490,899 134,393 Less: current portion of convertible notes payable 100,000 99,631 Long-term convertible notes payable $ 2,390,899 $ 34,762 The Company’s convertible notes are convertible, at the option of the holder, into shares of the Company’s Common Stock at the conversion prices shown above. In October 2017, the Company issued a Convertible Promissory Note in the principal amount of $ 50,000 333,333 333,333 0.15 In December 2019, the Company and the holder of the Company’s convertible note dated April 13, 2018 (the “April 2018 Note”) entered into an amendment to the underlying promissory note. Pursuant to the amendment, the parties extended the maturity date of the note to April 2021. In addition, after giving effect to the amendment, the April 2018 Note is non-interest bearing. All other terms of the April 2018 Note remain unchanged. As of the date of this Quarterly Report, the Company and the holder of the note are discussing options for the note holder to convert a portion of the note and for the Company to settle the remainder of the note. The Company intends to conclude these discussions and to settle the April 2018 Note in the foreseeable future. On April 5, 2021, the Company and Decentralized Sharing Systems, Inc. (“DSSI”) entered into a Securities Purchase Agreement, pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $ 30.0 150,000,000 0.22 30.0 3.0 0.20 8 April 5, 2024 0.20 0.20 In connection with the issuance of the Note and the detachable Warrant, the Company allocated $ 15.0 12.0 3.0 27,000,000 15,000,000 12,000,000 1,080,000 During the three months ended June 30, 2021, and July 31, 2020, interest expense in connection with the Company’s convertible notes was $ 566,975 1,512 2,356,507 2,519 235,401 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES The statutory rates for our domestic and our material foreign operations are as follows for the periods shown: SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION Country 2021 2020 United States 21 % 21 % Republic of Korea 22 % 22 % For the three months ended June 30, 2021, and July 31, 2020, the Company’s consolidated effective tax rate was - 26.7 11.3 1,429,620 The effective tax rate for the three months ended July 31, 2020, was different from the federal statutory rate primarily due to state income and franchise tax liabilities. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 - STOCKHOLDERS’ EQUITY Common Stock During the three months ended June 30, 2021, the Company issued to DSSI 27,000,000 15,000,000 12,000,000 10,000 10,000 As of June 30, 2021, 187,110,769 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS Decentralized Sharing Systems, Inc. In July 2020, the Company and Heng Fai Ambrose Chan, a Director of the Company, entered into a Stock Purchase and Share Subscription Agreement (the “SPA Agreement”) pursuant to which Mr. Chan invested $ 3.0 30.0 10.0 0.20 0.177 2.4 30.0 On April 5, 2021, the Company and DSSI entered into a Securities Purchase Agreement, pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $ 30.0 150,000,000 0.22 30.0 3.0 0.20 As of June 30, 2021, DSS and its affiliates owned 91.2 160.0 150.0 HWH International, Inc. In October 2017, the Company issued a Convertible Promissory Note in the principal amount of $ 50,000 333,333 333,333 0.15 HWH World, Inc. A subsidiary of the Company operating in the Republic of Korea subleases office space from HWH World, Inc., a subsidiary of DSS and a company affiliated with Heng Fai Ambrose Chan, a Director of the Company. Under the terms of the sublease agreement, the Company’s subsidiary occupies the space free of rent. K Beauty Research Lab. Co., Ltd In January 2021 and May 2021, the Company issued purchase orders to acquire 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 amount of $ 0.4 2.2 Premier Packaging Corporation In the three months ended June 30, 2021, the Company issued purchase orders to Premier Packaging Corporation, a subsidiary of DSS, to acquire printed packaging materials in the aggregate amount of $ 151,509 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 8 – STOCK-BASED COMPENSATION Stock Warrants Stock Warrants Issued to Directors, Officers and Employees In July 2020, the Company and Heng Fai Ambrose Chan, a Director of the Company, entered into a Stock Purchase and Share Subscription Agreement (the “SPA Agreement”) pursuant to which Mr. Chan invested $ 3.0 30.0 10.0 0.20 In October 2017, the Company issued a convertible note in the principal amount of $ 50,000 333,333 0.15 333,333 During fiscal year 2020; subsidiaries of the Company entered multi-year employment agreements with its key employees. In general, each employment contract contained a fully vested initial grant of warrants exercisable at a fixed exercise price and, provided for subsequent grants that were exercisable at a discounted price based on the 10-day average stock price determined at the time of exercise. The subsequent grants would vest at each anniversary date of the employment agreement effective date. The Company begins recognizing the compensatory nature of the warrants at the service inception date and ceases recognition at the vesting date. Due to the variable nature of the exercise price for some grants, the Company will continue to recognize expense (or benefit) after the end of the service period until the warrants are exercised or expire. As such, the Company disclosures below are based on either (i) the fixed exercise price of the warrant; or (ii) the variable exercise price of the warrant as determined on the last day of the period. During the three months ended June 30, 2021, we recognized a compensatory gain of $ 1,134,170 1,123,500 |
LEASES
LEASES | 3 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 9 – LEASES The Company leases space for its offices and warehouse space, under lease agreements classified as “operating leases’” as defined in ASC Topic 842. As of June 30, 2021, the Company had net operating lease right-of-use (“ROU”) assets of $ 288,268 0 313,022 0 The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of June 30, 2021, were 1.5 12 The following information pertains to the Company’s leases as of the balance sheet dates indicated: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES Assets Classification June 30, 2021 March 31, 2021 Operating leases Right-of-use assets, net $ 288,268 $ 428,075 Operating leases, Right-of-use assets, net Right-of-use assets, net $ 288,268 $ 428,075 Total lease assets $ 288,268 $ 428,075 Liabilities Operating leases Accrued and other current liabilities $ 260,623 $ 373,398 Operating leases, Accrued and other current liabilities Accrued and other current liabilities $ 260,623 $ 373,398 Operating leases Lease liability, long-term 52,399 77,810 Operating leases, Lease liability, long-term Lease liability, long-term 52,399 77,810 Total lease liabilities $ 313,022 $ 451,208 The following information pertains to the Company’s leases for the periods indicated: SCHEDULE OF OPERATING LEASE COSTS Three Months Ended Lease cost Classification June 30, 2021 July 31, 2020 Operating lease cost General and administrative expenses $ 159,820 $ 140,223 Operating lease cost Depreciation and amortization - - Operating lease cost Interest expense, net - - Total lease cost $ 159,820 $ 140,223 The Company’s lease liability is payable as follows: SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE Twelve months ending June 30, 2022 $ 260,623 2023 52,399 2024-2026 - Thereafter - Total lease liability $ 313,022 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Regulatory Matters In May 2021, the Company announced that it has received a notice from the pertinent licensing authority in the Republic of Korea, (“KOSSA”) that the multi-level license previously issued to the Company’s subsidiary organized in South Korea has been cancelled by KOSSA. The Company is actively reviewing all correspondence with KOSSA and investigating the facts surrounding the cancellation and reviewing its available options. As the Company announced earlier, the Company still intends to launch operations in South Korea in the foreseeable future and is working to resolve all outstanding issued raised by KOSSA. Legal Matters in General The Company has incurred several claims in the normal course of business. The Company believes such claims can be resolved without any material adverse effect on our consolidated financial position, results of operations, or cash flows. The Company maintains certain liability insurance. However, certain costs of defending lawsuits are not covered by or only partially covered by its insurance policies, including claims that are below insurance deductibles. Additionally, insurance carriers could refuse to cover certain claims, in whole or in part. The Company accrues costs to defend itself from litigation as they are incurred. The outcome of litigation is uncertain, and despite management’s view of the merits of any litigation, or the reasonableness of the Company’s estimates and reserves, the Company’s financial statements could nonetheless be materially affected by an adverse judgment. The Company believes it has adequately reserved for the contingencies arising from current legal matters where an outcome was deemed to be probable, and the loss amount could be reasonably estimated. No provision for legal matters was deemed necessary at June 30, 2021. Legal Proceedings The Company from time to time is involved in various claims and lawsuits incidental to the conduct of its business in the ordinary course. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, results of operations or cash flows. (a) Case No. 4:20-cv-00946; Dennis Burback, Ken Eddy and Mark Andersen v. Robert Oblon, Jordan Brock, Jeff Bollinger, John Thatch, 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, (b) AAA Ref. No. 01-20-0019-3907; Sharing Services Global Corporation, Elevacity Holdings, LLC, Elevacity U.S., LLC, Elepreneurs Holdings, LLC and Elepreneurs U.S., LLC v. Robert Oblon, (c) Case No. 4:20-cv-00989; Sharing Services Global Corporation, Elevacity Holdings, LLC, Elevacity U.S., LLC, Elepreneurs Holdings, LLC and Elepreneurs U.S., LLC v. Robert Oblon, (d) 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, th (e) Case No. 4:21-cv-00183; Sharing Services Global Corporation f/k/a Sharing Services, Inc., Elepreneurs Holdings, LLC n/k/a Elevacity Holdings, LLC, Elepreneurs U.S., LLC n/k/a Elevacity U.S., LLC and SHRG IP Holdings, LLC v. AmplifeiIntl, LLC d/b/a HAPInss and HAPInssBrands, LLC (f) On December 4, 2019, Entrepreneur Media, Inc. filed a Notice of Opposition in response to the “Elepreneurs” trademark application filed by SHRG IP Holdings, LLC, a wholly owned subsidiary of the Company. This opposition proceeding is now pending before the Trademark Trial and Appeal Board of the United States Patent and Trademark Office. On April 13, 2020, SHRG IP Holdings, LLC filed an answer to the Notice of Opposition. A scheduling order has been entered and the parties have exchanged initial disclosures. This matter remains pending as of June 30, 2021. |
FAIR VALUE MEASUREMENTS OF FINA
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS | NOTE 11 - FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS Our financial instruments consist of cash equivalents, if any, accounts receivable, notes receivable, investments in unconsolidated entities, accounts payable and convertible notes payable. The carrying amounts of cash equivalents, if any, trade accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these financial instruments. Consistent with the valuation hierarchy contained in ASC Topic 820, we categorized certain of our financial assets and liabilities as follows: SUMMARY OF FINANCIAL ASSETS AND LIABILITIES June 30, 2021 Total Level 1 Level 2 Level 3 Assets Notes receivable $ 84,529 $ - $ - $ 84,529 Total assets $ 84,529 $ - $ - $ 84,529 Liabilities Notes Payable $ - $ - $ - $ - Convertible notes payable 36,092,254 - - 36,092,254 Total liabilities $ 36,092,254 $ - $ - $ 36,092,254 March 31, 2021 Total Level 1 Level 2 Level 3 Assets Notes receivable $ 94,600 $ - $ - $ 94,600 Total assets $ 94,600 $ - $ - $ 94,600 Liabilities Notes Payable $ 1,040,400 $ - $ - $ 1,040,400 Convertible notes payable 134,393 - - 134,393 Total liabilities $ 1,174,793 $ - $ - $ 1,174,793 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS On July 28, 2021, the Company held its Annual Meeting of Stockholders. At the meeting, the Company’s Shareholders: (i) ratified the Second Amended and Restated Articles of Incorporation of the Company, which was previously approved by the Board of Directors, and (ii) ratified the appointment by the Board of Directors of Ankit Consulting Services, Inc., Certified Public Accountants as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022. No other matters were proposed or voted on at the meeting. The Second Amended and Restated Articles of Incorporation ratified at the meeting, among other things, resulted in an increase in the number of shares of the Company’s stock to 1,000,000,000 800,000,000 0.0001 200,000,000 0.0001 |
DESCRIPTION OF OPERATIONS AND_2
DESCRIPTION OF OPERATIONS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Operations | Description of Operations Sharing Services Global Corporation and subsidiaries (“Sharing Services”, “we,” or the “Company”) is a publicly traded company that aims to build shareholder value by developing or acquiring businesses that augment the Company’s product and services portfolio, business competencies, and geographic reach. The Company is an emerging growth company and was incorporated in the State of Nevada in April 2015. In its fiscal year 2021, the Company changed its fiscal year-end from a fiscal year ending on April 30 to a fiscal year ending on March 31. The Company has decided not to restate the information reported for prior accounting periods, because: (a) the Company’s business is not inherently seasonal, (b) the change in fiscal years did not 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. Accordingly, the condensed consolidated financial statements included herein reflect the results of operations and cash flows for the three months ended June 30, 2021 (91 days) compared to the three months ended July 31, 2020 (92 days). Currently, the Company markets and distributes its health and wellness and other products primarily in the United States, Canada, the Republic of Korea, and other countries in the Asia Pacific region. The Company does not currently operate retail stores. Through its subsidiaries, the Company currently markets its products and services through an independent sales force, using a direct selling business model. |
Basis of Presentation | Basis of Presentation The condensed consolidated interim financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted pursuant to the rules and regulations of the SEC, although we believe that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Transition Report on Form 10-K for the transition period ended March 31, 2021. Unless so stated, the disclosures in the accompanying condensed consolidated financial statements do not repeal the disclosures in our consolidated financial statements for the transition period ended March 31, 2021. During the 11-month transition period ended March 31, 2021, and the three months ended June 30, 2021, the Company’s net loss was $ 1,235,021 3,548,007 1,566,970 6,017,388 35,918,667 30 The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year data to conform to the current period’s presentation, primarily consisting, as of March 31, 2021, reclassification of the liability associated with uncertain tax positions of $ 904,643 1,123,500 |
Correction of Errors | Correction of Errors In the three months ended January 31, 2021, the Company identified two errors in amounts previously reported in its Quarterly Report on Form 10-Q for the interim periods ended July 31, 2020, concerning the method used to capitalize work-in-progress for projects and errors in its stock-based compensation expense related to employment contracts. Accordingly, in the three months ended January 31, 2021, the Company made the following corrections to previously reported amounts: Capitalization of Costs for Ongoing Projects and Development of a New Business Brand 816,116 58,038 Stock-based Compensation Expense 5,587 The impact on our previously reported Net Earnings for the affected period indicated is: Schedule of Previously Reported Net Earnings Three Months Ended July 31, 2020 Net Earnings/(Loss) – As Reported $ (1,093,377 ) Adjustments (net of tax): Capitalized Projects 50,264 Warrant Benefit / (Expense) (5,587 ) Total Adjustments (net of tax) 44,677 Net Earnings/(Loss) – As Corrected $ (1,048,700 ) The Company has identified the impacted internal controls for both errors and has implemented additional internal controls in order to identify and mitigate in the future. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in accordance with GAAP requires the use of judgment and requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures about contingent assets and liabilities, if any. Matters that require the use of estimates and assumptions include: the recoverability of notes and accounts 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 performance obligations resulting from contracts with customers, 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 stock-based compensation awards, the measurement and recognition of uncertain tax positions, 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, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company includes in its cash and cash equivalents credit card receivables due from its merchant processors, which are expected to be settled within 24 to 72 hours. At June 30, 2021, and March 31, 2021, credit card receivables were $ 4,260,380 6,225,139 4,416,179 1,612,026 |
Inventory | Inventory Inventory consists of finished goods and promotional materials and are stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method, or net realizable value. The Company periodically assesses its inventory levels when compared to current and anticipated sales levels. During the three months ended June 30, 2021, and July 31, 2020, the Company recognized a provision for excess (slow-moving) or obsolete inventory of $ 116,334 and ni |
Other Current Assets | Other Current Assets As of June 30, 2021, and March 31, 2021, other current assets were $ 3,573,308 2,403,634 971,619 1,845,722 233,155 320,631 534,013 210,665 1,834,521 |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities As of June 30, 2021, and March 31, 2021, accrued and other current liabilities were $ 4,785,225 5,876,131 971,917 1,449,359 927,178 1,048,717 921,977 904,643 25,000 700,000 722,904 523,454 363,008 376,921 260,623 373,398 592,618 499,639 |
Note Payable | Note Payable In May 2020, the Company was granted a loan (the “PPP Loan”) by a commercial bank in the amount of $ 1.0 At March 31, 2021, loan principal in the amount of $ 1.0 1.0 |
Foreign Currency Translation | Foreign Currency Translation Prior to April 1, 2021, substantially all our consolidated net sales were denominated in U.S. dollars. As part of our growth initiatives, we are in the process of expanding 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 reported in cumulative translation adjustments in our consolidated balance sheets. |
Comprehensive Income | Comprehensive Income For the three months ended June 30, 2021, the Company’s comprehensive income was comprised of currency translation adjustments and net earnings (loss). Prior to April 1, 2021, the only component of the Company’s comprehensive income was its net earnings (loss). |
Revenue Recognition | Revenue Recognition As of June 30, 2021, and March 31, 2021, deferred sales revenue associated with product invoiced but not received by customers at the balance sheet date was $ 779,844 1.2 121,798 153,216 70,275 95,780 During the three months ended June 30, 2021, no individual customer, or affiliated group of customers, represents 10 70 31 39 30 89 93 10 During the three months ended June 30, 2021, substantially all our consolidated net sales are from our health and wellness products (including approximately 42 27 12 19 98 60 27 11 During the three months ended June 30, 2021, approximately 49 51 98 |
Sales Commissions | Sales Commissions The Company recognizes sales commission expense, when incurred, in accordance with GAAP. During the three months ended June 30, 2021, and July 31, 2020, sales commission expense, which is included in selling and marketing expenses in our consolidated statements of earnings and comprehensive income, was $ 5.0 9.4 |
Recently Issued Accounting Standards - Recently Adopted | Recently Issued Accounting Standards - Recently Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes |
Recently Issued Accounting Standards - Pending Adoption | Recently Issued Accounting Standards - Pending Adoption In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity |
DESCRIPTION OF OPERATIONS AND_3
DESCRIPTION OF OPERATIONS AND BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Previously Reported Net Earnings | The impact on our previously reported Net Earnings for the affected period indicated is: Schedule of Previously Reported Net Earnings Three Months Ended July 31, 2020 Net Earnings/(Loss) – As Reported $ (1,093,377 ) Adjustments (net of tax): Capitalized Projects 50,264 Warrant Benefit / (Expense) (5,587 ) Total Adjustments (net of tax) 44,677 Net Earnings/(Loss) – As Corrected $ (1,048,700 ) |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventories consist of finished goods and promotional materials. The Company provides an allowance for any slow-moving or obsolete inventory. As of June 30, 2021, and March 31, 2021, inventory consists of the following: SCHEDULE OF INVENTORY June 30, 2021 March 31, 2021 Finished Goods $ 6,026,753 $ 2,556,368 Allowance for inventory obsolescence (201,392 ) (85,058 ) Inventory, net $ 5,825,361 $ 2,471,310 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Earnings (loss) per share: | |
SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNINGS PER SHARE | The following table sets forth the computations of basic and diluted earnings (loss) per share: SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNINGS PER SHARE June 30, 2021 July 31, 2020 Three Months Ended July 31, June 30, 2021 July 31, 2020 Net loss $ (3,548,007 ) $ (1,048,700 ) Weighted average basic shares 184,435,274 140,202,821 Weighted average diluted shares 184,435,274 140,202,821 Loss per share: Basic $ (0.02 ) $ (0.01 ) Diluted $ (0.02 ) $ (0.01 ) |
SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING | The following potentially dilutive securities and instruments were outstanding as of June 30, 2021, and July 31, 2020, but excluded from the table above because their impact would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING June 30, 2021 July 31, 2020 Convertible preferred stock 8,325,165 44,133,288 Convertible notes payable 152,231,082 10,406,100 Stock warrants 168,295,815 27,695,037 Total potential incremental shares 328,852,062 82,234,425 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE Issuance Date Maturity Date Interest Rate Conversion Price (per share) June 30, 2021 March 31, 2021 April 2021 April 2024 8 % $ 0.20 $ 30,000,000 $ - October 2017 October 2022 12 % $ 0.15 50,000 50,000 April 2018 April 2021 0 % $ 0.01 100,000 100,000 Total convertible notes payable 30,150,000 150,000 Less: unamortized debt discount and deferred financing costs 27,659,101 15,607 2,490,899 134,393 Less: current portion of convertible notes payable 100,000 99,631 Long-term convertible notes payable $ 2,390,899 $ 34,762 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION | The statutory rates for our domestic and our material foreign operations are as follows for the periods shown: SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION Country 2021 2020 United States 21 % 21 % Republic of Korea 22 % 22 % |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES | The following information pertains to the Company’s leases as of the balance sheet dates indicated: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES Assets Classification June 30, 2021 March 31, 2021 Operating leases Right-of-use assets, net $ 288,268 $ 428,075 Operating leases, Right-of-use assets, net Right-of-use assets, net $ 288,268 $ 428,075 Total lease assets $ 288,268 $ 428,075 Liabilities Operating leases Accrued and other current liabilities $ 260,623 $ 373,398 Operating leases, Accrued and other current liabilities Accrued and other current liabilities $ 260,623 $ 373,398 Operating leases Lease liability, long-term 52,399 77,810 Operating leases, Lease liability, long-term Lease liability, long-term 52,399 77,810 Total lease liabilities $ 313,022 $ 451,208 |
SCHEDULE OF OPERATING LEASE COSTS | The following information pertains to the Company’s leases for the periods indicated: SCHEDULE OF OPERATING LEASE COSTS Three Months Ended Lease cost Classification June 30, 2021 July 31, 2020 Operating lease cost General and administrative expenses $ 159,820 $ 140,223 Operating lease cost Depreciation and amortization - - Operating lease cost Interest expense, net - - Total lease cost $ 159,820 $ 140,223 |
SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE | The Company’s lease liability is payable as follows: SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE Twelve months ending June 30, 2022 $ 260,623 2023 52,399 2024-2026 - Thereafter - Total lease liability $ 313,022 |
FAIR VALUE MEASUREMENTS OF FI_2
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
SUMMARY OF FINANCIAL ASSETS AND LIABILITIES | Consistent with the valuation hierarchy contained in ASC Topic 820, we categorized certain of our financial assets and liabilities as follows: SUMMARY OF FINANCIAL ASSETS AND LIABILITIES June 30, 2021 Total Level 1 Level 2 Level 3 Assets Notes receivable $ 84,529 $ - $ - $ 84,529 Total assets $ 84,529 $ - $ - $ 84,529 Liabilities Notes Payable $ - $ - $ - $ - Convertible notes payable 36,092,254 - - 36,092,254 Total liabilities $ 36,092,254 $ - $ - $ 36,092,254 March 31, 2021 Total Level 1 Level 2 Level 3 Assets Notes receivable $ 94,600 $ - $ - $ 94,600 Total assets $ 94,600 $ - $ - $ 94,600 Liabilities Notes Payable $ 1,040,400 $ - $ - $ 1,040,400 Convertible notes payable 134,393 - - 134,393 Total liabilities $ 1,174,793 $ - $ - $ 1,174,793 |
Schedule of Previously Reported
Schedule of Previously Reported Net Earnings (Details) - USD ($) | 3 Months Ended | 11 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2020 | Mar. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net Earnings/(Loss) - As Reported | $ (3,548,007) | $ (1,048,700) | $ (1,235,021) |
Capitalized Projects | 50,264 | ||
Warrant Benefit / (Expense) | (5,587) | ||
Total Adjustments | 44,677 | ||
Previously Reported [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net Earnings/(Loss) - As Reported | $ (1,093,377) |
DESCRIPTION OF OPERATIONS AND_4
DESCRIPTION OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | ||||
May 31, 2020 | Jun. 30, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Apr. 05, 2021 | Apr. 30, 2020 | |
Product Information [Line Items] | ||||||||
Net earnings (loss) | $ 3,548,007 | $ 1,048,700 | $ 1,235,021 | |||||
Cash used in operating activities | (6,017,388) | (1,566,970) | ||||||
Cash and cash equivalents, end of period | 35,918,667 | 12,057,897 | $ 35,918,667 | 12,144,409 | $ 11,742,728 | |||
Convertible Notes Payable | 30,150,000 | 30,150,000 | 150,000 | |||||
Uncertain tax positions | 921,977 | 921,977 | 904,643 | |||||
Gain on employee warrants liability | 1,123,500 | |||||||
Stock-based compensation expense | 5,587 | |||||||
Credit card receivables | 4,260,380 | 4,260,380 | 6,225,139 | |||||
Cash held in banks accounts | 4,416,179 | 4,416,179 | 1,612,026 | |||||
Provision of obsolete inventory | 116,334 | |||||||
Other current assets | 3,573,308 | 3,573,308 | 2,403,634 | |||||
Inventory related deposits | 971,619 | 971,619 | 1,845,722 | |||||
Employee advances | 233,155 | 233,155 | 320,631 | |||||
Prepaid freight and other expenses | 534,013 | 534,013 | 210,665 | |||||
Accrued and other current liabilities | 4,785,225 | 4,785,225 | 5,876,131 | |||||
Deferred sales revenues | 971,917 | 971,917 | 1,449,359 | |||||
Local taxes payable | 927,178 | 927,178 | 1,048,717 | |||||
Accrued severance expense | 25,000 | 25,000 | 700,000 | |||||
Payroll and employee benefits | 722,904 | 722,904 | 523,454 | |||||
Current portion of settlement liability | 363,008 | 363,008 | 376,921 | |||||
Operating lease liability current | 260,623 | 260,623 | 373,398 | |||||
Other operational accruals | 592,618 | 592,618 | 499,639 | |||||
Note payable principal amount | 1,000,000 | |||||||
Gains on extinguishment of debt | 1,040,400 | |||||||
Deferred sales revenue | 779,844 | 779,844 | 1,200,000 | |||||
Sales commission expense | $ 5,000,000 | $ 9,400,000 | ||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Nutraceutical Products [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 42.00% | 60.00% | ||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Coffee and Coffee Related Products [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 27.00% | 27.00% | ||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Weight Management Products [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 12.00% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Other Health and Wellness Products [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 19.00% | 11.00% | ||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 10.00% | |||||||
Revenue Benchmark [Member] | Customers [Member] | UNITED STATES | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 89.00% | 93.00% | ||||||
Revenue Benchmark [Member] | Customers [Member] | Customer Three [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 70.00% | |||||||
Revenue Benchmark [Member] | Recurring Customers [Member] | Customer Five [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 31.00% | |||||||
Revenue Benchmark [Member] | New Customer [Member] | Customer Six [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 39.00% | |||||||
Revenue Benchmark [Member] | Independent Distributors [Member] | Customer Seven [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 30.00% | |||||||
Revenue Benchmark [Member] | Foreign Customers [Member] | Customer Five [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 10.00% | |||||||
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Customer One [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 98.00% | |||||||
Purchases [Member] | Suppliers Concentration Risk [Member] | UNITED STATES | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 49.00% | |||||||
Purchases [Member] | Suppliers Concentration Risk [Member] | KOREA, REPUBLIC OF | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 51.00% | |||||||
Purchases [Member] | Suppliers Concentration Risk [Member] | Customer Two [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk, percentage | 98.00% | |||||||
Services Offered on Subscription Basis [Member] | ||||||||
Product Information [Line Items] | ||||||||
Deferred sales revenue | $ 121,798 | 121,798 | 153,216 | |||||
Customers Right of Return [Member] | ||||||||
Product Information [Line Items] | ||||||||
Deferred sales revenue | 70,275 | 70,275 | $ 95,780 | |||||
The Happy Co [Member] | ||||||||
Product Information [Line Items] | ||||||||
Capitalized costs | $ 816,116 | $ 58,038 | ||||||
PPP Loan [Member] | Commercial Bank [Member] | ||||||||
Product Information [Line Items] | ||||||||
Proceeds from loan | $ 1,000,000 | |||||||
Decentralized Sharing Systems Inc [Member] | ||||||||
Product Information [Line Items] | ||||||||
Prepaid interest | $ 1,834,521 | $ 1,834,521 | ||||||
Decentralized Sharing Systems Inc [Member] | Security Purchase Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Convertible Notes Payable | $ 30,000,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 6,026,753 | $ 2,556,368 |
Allowance for inventory obsolescence | (201,392) | (85,058) |
Inventory, net | $ 5,825,361 | $ 2,471,310 |
SCHEDULE OF COMPUTATIONS OF BAS
SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 11 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2020 | Mar. 31, 2021 | |
Earnings (loss) per share: | |||
Net loss | $ (3,548,007) | $ (1,048,700) | $ (1,235,021) |
Weighted average basic shares | 184,435,274 | 140,202,821 | |
Weighted average diluted shares | 184,435,274 | 140,202,821 | |
Basic | $ (0.02) | $ (0.01) | |
Diluted | $ (0.02) | $ (0.01) |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING (Details) - shares | 3 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential incremental shares | 328,852,062 | 82,234,425 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential incremental shares | 8,325,165 | 44,133,288 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential incremental shares | 152,231,082 | 10,406,100 |
Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential incremental shares | 168,295,815 | 27,695,037 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details Narrative) - shares | 3 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2020 | |
Earnings (loss) per share: | ||
Stock warrants excluded from diluted securities | 8,750,000 | 11,625,000 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Short-term Debt [Line Items] | ||
Total convertible notes payable | $ 30,150,000 | $ 150,000 |
Less: unamortized debt discount and deferred financing fees | 27,659,101 | 15,607 |
Convertible notes payable, net | 2,490,899 | 134,393 |
Less: current portion of convertible notes payable | 100,000 | 99,631 |
Long-term convertible notes payable | $ 2,390,899 | $ 34,762 |
Maturity Three [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | April 2021 | April 2021 |
Maturity Date | April 2024 | April 2024 |
Interest rate | 8.00% | 8.00% |
Conversion Price (per share) | $ 0.20 | |
Total convertible notes payable | $ 30,000,000 | |
Maturity One [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | October 2017 | October 2017 |
Maturity Date | October 2022 | October 2022 |
Interest rate | 12.00% | 12.00% |
Conversion Price (per share) | $ 0.15 | |
Total convertible notes payable | $ 50,000 | $ 50,000 |
Maturity Two [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | April 2018 | April 2018 |
Maturity Date | April 2021 | April 2021 |
Interest rate | 0.00% | 0.00% |
Conversion Price (per share) | $ 0.01 | |
Total convertible notes payable | $ 100,000 | $ 100,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Apr. 05, 2021 | Oct. 31, 2017 | Jun. 30, 2021 | Jul. 31, 2020 | Mar. 31, 2021 |
Short-term Debt [Line Items] | |||||
Convertible Promissory note | $ 30,150,000 | $ 150,000 | |||
Interest expense | 2,930,014 | $ 9,127 | |||
Amortization of debt discount | 2,356,507 | $ 25,121 | |||
Amortization of deferred financing costs | $ 235,401 | ||||
Common Class A [Member] | |||||
Short-term Debt [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 187,110,769 | 160,100,769 | |||
Decentralized Sharing Systems Inc [Member] | Security Purchase Agreement [Member] | |||||
Short-term Debt [Line Items] | |||||
Convertible Promissory note | $ 30,000,000 | ||||
Warrant issued to purchase of common stock, shares | 150,000,000 | ||||
Common stock, par value | $ 0.22 | ||||
Proceeds from loan | $ 30,000,000 | ||||
Loan origination fee | $ 3,000,000 | ||||
Convertion price | $ 0.20 | ||||
Interest rate | 8.00% | ||||
Maturity date | Apr. 5, 2024 | ||||
Convertion price at option of the holder | $ 0.20 | ||||
Convertion price at the option of the company | $ 0.20 | ||||
Proceeds from loan transferred to detachable warrants | $ 15,000,000 | ||||
Proceeds from loan transferred to beneficial conversion | 12,000,000 | ||||
Deferred financing costs | $ 3,000,000 | ||||
Common stock issued for payment of origination fee | 15,000,000 | ||||
Common stock isssued for payment of interest | 12,000,000 | ||||
Deemed dividend | $ 1,080,000 | ||||
Decentralized Sharing Systems Inc [Member] | Security Purchase Agreement [Member] | Common Class A [Member] | |||||
Short-term Debt [Line Items] | |||||
Common stock shares issued | 27,000,000 | ||||
HWH International, Inc [Member] | |||||
Short-term Debt [Line Items] | |||||
Principal amount | $ 50,000 | ||||
Warrant exercise price | $ 0.15 | ||||
Convertible Notes [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest expense | $ 566,975 | $ 1,512 | |||
Amortization of debt discount | $ 2,356,507 | $ 2,519 | |||
Convertible Notes [Member] | HWH International, Inc [Member] | |||||
Short-term Debt [Line Items] | |||||
Principal amount | $ 50,000 | ||||
Debt conversion shares | 333,333 | ||||
Number of warrant to purchase shares | 333,333 | ||||
Warrant exercise price | $ 0.15 |
SCHEDULE OF STATUTORY RATES FOR
SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION (Details) | 3 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2020 | |
UNITED STATES | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Income tax statutory rate | 21.00% | 21.00% |
KOREA, REPUBLIC OF | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Income tax statutory rate | 22.00% | 22.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 26.70% | 11.30% |
Deffered tax assets valuation allowance | $ 1,429,620 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - shares | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares issued | 187,110,769 | 160,100,769 |
Conversion of shares | 10,000 | |
Common stock ahres outstanding | 187,110,769 | 160,100,769 |
Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Conversion of shares | 10,000 | |
Security Purchase Agreement [Member] | Decentralized Sharing Systems Inc [Member] | ||
Class of Stock [Line Items] | ||
[custom:CommonStockSharesForPaymentOfOriginationFee] | 15,000,000 | |
[custom:CommonStockSharesForPaymentOfInterest] | 12,000,000 | |
Security Purchase Agreement [Member] | Decentralized Sharing Systems Inc [Member] | Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares issued | 27,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Jul. 28, 2021shares | Apr. 05, 2021USD ($)$ / sharesshares | Jul. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2017USD ($)$ / sharesshares | Jun. 30, 2021USD ($)shares | Apr. 30, 2021USD ($) | Jan. 31, 2021USD ($) |
Affiliate, Collateralized Security [Line Items] | |||||||
Number of shares issued | shares | 1,000,000,000 | ||||||
Number of shares issued values | $ | $ 5,400,000 | ||||||
Decentralized Sharing Systems Inc [Member] | |||||||
Affiliate, Collateralized Security [Line Items] | |||||||
Debt instrument, face amount | $ | $ 30 | ||||||
Loan payable | $ | $ 30,000,000 | ||||||
Debt convertible rate | 0.20 | ||||||
Purchase printed materials | $ | $ 151,509 | ||||||
Decentralized Sharing Systems Inc [Member] | Warrant [Member] | |||||||
Affiliate, Collateralized Security [Line Items] | |||||||
Exercise price of warrants | $ / shares | $ 0.22 | ||||||
Warrants granted | shares | 150,000,000 | ||||||
HWH International, Inc [Member] | |||||||
Affiliate, Collateralized Security [Line Items] | |||||||
Warrants to purchase common stock | shares | 333,333 | ||||||
Exercise price of warrants | $ / shares | $ 0.15 | ||||||
Debt instrument, face amount | $ | $ 50,000 | ||||||
Conversion of common stock shares converted | shares | 333,333 | ||||||
K Beauty Research Lab. Co., Ltd [Member] | |||||||
Affiliate, Collateralized Security [Line Items] | |||||||
Deposits | $ | $ 2,200,000 | $ 400,000 | |||||
Common Class A [Member] | |||||||
Affiliate, Collateralized Security [Line Items] | |||||||
Conversion of common stock shares converted | shares | 10,000 | ||||||
Common Class A [Member] | Decentralized Sharing Systems Inc [Member] | |||||||
Affiliate, Collateralized Security [Line Items] | |||||||
Origination fee rate | $ | $ 3,000,000 | ||||||
Class A Common Stock [Member] | Decentralized Sharing Systems Inc [Member] | |||||||
Affiliate, Collateralized Security [Line Items] | |||||||
Number of shares issued values | $ | $ 91,200,000 | ||||||
Exercise of warrants | shares | 160,000,000 | ||||||
Conversion of common stock shares converted | shares | 150,000,000 | ||||||
Stock Purchase and Share Subscription Agreement [Member] | Common Class A [Member] | |||||||
Affiliate, Collateralized Security [Line Items] | |||||||
Number of shares issued | shares | 30 | ||||||
Stock Purchase and Share Subscription Agreement [Member] | Mr. Chan [Member] | |||||||
Affiliate, Collateralized Security [Line Items] | |||||||
Investment amount | $ | $ 3 | ||||||
Stock Purchase and Share Subscription Agreement [Member] | Mr. Chan [Member] | Common Class A [Member] | |||||||
Affiliate, Collateralized Security [Line Items] | |||||||
Number of common stock exchanged | shares | 30 | ||||||
Warrants to purchase common stock | shares | 10 | ||||||
Exercise price of warrants | $ / shares | $ 0.20 | ||||||
Share price per share | $ / shares | $ 0.177 | ||||||
Deemed dividend | $ | $ 2,400,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jul. 31, 2020 | Oct. 31, 2017 | Jun. 30, 2021 | Jul. 31, 2020 | Jul. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee warrants liability | $ 1,134,170 | $ (1,123,500) | $ 1,123,500 | ||
HWH International, Inc [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants to purchase common stock | 333,333 | ||||
Exercise price of warrants | $ 0.15 | ||||
Debt instrument, face amount | $ 50,000 | ||||
Conversion of common stock shares converted | 333,333 | ||||
Common Class A [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion of common stock shares converted | 10,000 | ||||
Stock Purchase and Share Subscription Agreement [Member] | Mr. Chan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Investments | $ 3 | $ 3 | |||
Stock Purchase and Share Subscription Agreement [Member] | Mr. Chan [Member] | Common Class A [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock exchanged | 30 | ||||
Warrants to purchase common stock | 10 | 10 | |||
Exercise price of warrants | $ 0.20 | $ 0.20 |
SCHEDULE OF OPERATING LEASE ASS
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Leases [Abstract] | ||
Operating leases, Right-of-use assets, net | $ 288,268 | $ 428,075 |
Total lease assets | 288,268 | 428,075 |
Operating leases, Accrued and other current liabilities | 260,623 | 373,398 |
Operating leases, Lease liability, long-term | 52,399 | 77,810 |
Total lease liabilities | $ 313,022 | $ 451,208 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2020 | |
Total lease cost | $ 159,820 | $ 140,223 |
General and Administrative Expense [Member] | ||
Total lease cost | 159,820 | 140,223 |
Depreciation and Amortization [Member] | ||
Total lease cost | ||
Interest Expense [Member] | ||
Total lease cost |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE (Details) | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 260,623 |
2023 | 52,399 |
2024-2026 | |
Thereafter | |
Total lease liability | $ 313,022 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Right-of-use assets, net | $ 288,268 | $ 428,075 |
Finance lease right of use asset | 0 | |
Operating lease liability | 313,022 | $ 451,208 |
Finance lease liability | $ 0 | |
Remaining lease term | 1 year 6 months | |
Discount rate | 12.00% |
SUMMARY OF FINANCIAL ASSETS AND
SUMMARY OF FINANCIAL ASSETS AND LIABILITIES (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes receivable | $ 84,529 | $ 94,600 |
Total assets | 84,529 | 94,600 |
Note payable | 1,040,400 | |
Convertible notes payable | 36,092,254 | 134,393 |
Total liabilities | 36,092,254 | 1,174,793 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes receivable | ||
Total assets | ||
Note payable | ||
Convertible notes payable | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes receivable | ||
Total assets | ||
Note payable | ||
Convertible notes payable | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes receivable | 84,529 | 94,600 |
Total assets | 84,529 | 94,600 |
Note payable | 1,040,400 | |
Convertible notes payable | 36,092,254 | 134,393 |
Total liabilities | $ 36,092,254 | $ 1,174,793 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Jul. 28, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Subsequent Event [Line Items] | |||
Number of shares issued | 1,000,000,000 | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Ankit Consulting Services Inc [Member] | Subsequent Event [Member] | Common Stock [Member] | Second Amended And Restated [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 800,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Ankit Consulting Services Inc [Member] | Subsequent Event [Member] | Preferred Stock [Member] | Second Amended And Restated [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 200,000,000 | ||
Preferred stock par value | $ 0.0001 |