Cover
Cover | 6 Months Ended |
Sep. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | SHARING SERVICES GLOBAL CORPORATION |
Entity Central Index Key | 0001644488 |
Entity Tax Identification Number | 30-0869786 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 5200 Tennyson Pkwy, |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | Plano |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 75024 |
City Area Code | (469) |
Local Phone Number | 304-9400 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 5200 Tennyson Pkwy, |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | Plano |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 75024 |
City Area Code | (469) |
Local Phone Number | 304-9400 |
Contact Personnel Name | John Thatch |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Current Assets | |||
Cash and cash equivalents | $ 6,458,865 | $ 17,023,266 | $ 12,144,409 |
Trade accounts receivable, net | 1,757,494 | 1,682,958 | 1,514,359 |
Income taxes receivable | 300,000 | 1,011,740 | |
Notes receivable, net | 241,942 | 94,600 | |
Inventory, net | 3,524,236 | 4,374,236 | 2,471,310 |
Other current assets, net | 1,519,741 | 3,511,282 | 2,403,634 |
Total Current Assets | 13,502,278 | 26,891,742 | 19,640,052 |
Property and equipment, net | 9,554,577 | 9,585,141 | 887,950 |
Right-of-use assets, net | 473,993 | 593,389 | 428,075 |
Deferred income tax assets, net | 81,208 | 81,205 | 1,873,170 |
Investment in unconsolidated entities, net | 1,370,242 | 5,063,940 | |
Investment in marketable securities | 6,506,547 | ||
Intangible assets, net | 616,804 | 688,670 | 188,567 |
Other assets | 1,171,267 | 260,637 | 219,142 |
TOTAL ASSETS | 33,276,916 | 43,164,724 | 23,236,956 |
Current Liabilities | |||
Accounts payable | 940,528 | 985,139 | 1,295,174 |
Accrued sales commission payable | 3,061,475 | 3,745,481 | 4,713,777 |
Employee stock warrants liability | 299,669 | 452,050 | 3,132,161 |
State and local taxes payable | 1,413,613 | 1,339,366 | 1,048,717 |
Note payable - related party, net of unamortized debt discount and unamortized deferred loan cost of $699,056 as of September 30, 2022 | 10,952,513 | ||
Note payable | 1,040,400 | ||
Accrued and other current liabilities | 3,364,308 | 3,079,782 | 4,827,414 |
Convertible notes payable, related parties, net of unamortized debt discount and unamortized deferred loan cost of and $17,396,771 as of September 30, 2022, $20,151,230 as of March 31, 2022, respectively. | 9,603,229 | 9,898,770 | 99,631 |
Total Current Liabilities | 29,635,335 | 19,500,588 | 16,157,274 |
Convertible notes payable, net of unamortized debt discount of $15,238 in 2021 | 34,762 | ||
Settlement liability, long-term | 373,677 | 808,071 | |
Lease liability, long-term | 413,587 | 461,515 | 77,810 |
TOTAL LIABILITIES | 30,048,922 | 20,335,780 | 17,077,917 |
Commitments and contingencies | |||
Stockholders’ Equity | |||
Treasury Stock, 26,091,136 shares, at cost | (626,187) | ||
Additional paid in capital | 81,913,495 | 80,738,719 | 43,757,768 |
Shares to be issued | 12,146 | 12,146 | 12,146 |
Accumulated deficit | (77,625,249) | (57,886,336) | (37,627,718) |
Accumulated other comprehensive loss | (473,126) | (65,109) | |
Total Stockholders’ Equity | 3,227,994 | 22,828,944 | 6,159,039 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 33,276,916 | 43,164,724 | 23,236,956 |
Series A Preferred Stock [Member] | |||
Stockholders’ Equity | |||
Preferred stock value | 310 | 310 | 510 |
Series B Preferred Stock [Member] | |||
Stockholders’ Equity | |||
Preferred stock value | |||
Series C Preferred Stock [Member] | |||
Stockholders’ Equity | |||
Preferred stock value | 322 | 322 | 323 |
Common Class A [Member] | |||
Stockholders’ Equity | |||
Class B common stock, $0.0001 par value, 10,000,000 shares designated, no shares issued and outstanding as of September 30, 2022, and March 31, 2022 | 26,283 | 28,892 | 16,010 |
Common Class B [Member] | |||
Stockholders’ Equity | |||
Class B common stock, $0.0001 par value, 10,000,000 shares designated, no shares issued and outstanding as of September 30, 2022, and March 31, 2022 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Unamortized debt discount, current | $ 18,136,631 | $ 369 | |
Deferred loan costs | $ 2,014,599 | ||
Unamortized debt discount, non-current | $ 15,238 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares outstanding | 288,923,969 | 160,100,769 | |
Treasury stock shares | 26,091,136 | ||
Series A Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 3,100,000 | 3,100,000 | 5,100,000 |
Preferred stock, shares outstanding | 3,100,000 | 3,100,000 | 5,100,000 |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Series C Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 3,220,000 | 3,220,000 | 3,230,000 |
Preferred stock, shares outstanding | 3,220,000 | 3,220,000 | 3,230,000 |
Common Class A [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,990,000,000 | 1,990,000,000 | 500,000,000 |
Common stock, shares outstanding | 262,832,833 | 288,923,969 | 160,100,769 |
Common stock, shares issued | 262,832,833 | 288,923,969 | |
Common Class B [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 0 | 0 | 0 |
Common stock, shares issued | 0 | 0 | 0 |
Notes Payable [Member] | |||
Unamortized debt discount, current | $ 699,056 | ||
Deferred loan costs | 699,056 | ||
Convertible Notes Payable [Member] | |||
Unamortized debt discount, current | 17,396,771 | $ 20,151,230 | |
Deferred loan costs | $ 17,396,771 | $ 20,151,230 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||||
Net sales | $ 4,188,152 | $ 9,873,300 | $ 9,491,770 | $ 21,084,827 | $ 34,424,314 | $ 64,811,151 |
Cost of goods sold | 1,759,776 | 2,924,439 | 3,416,804 | 6,278,250 | 10,801,871 | 18,264,494 |
Gross profit | 2,428,376 | 6,948,861 | 6,074,966 | 14,806,577 | 23,622,443 | 46,546,657 |
Operating expenses | ||||||
Selling and marketing expenses | 2,037,596 | 5,022,160 | 4,795,396 | 10,172,635 | 17,239,655 | 29,740,974 |
General and administrative expenses | 4,557,922 | 5,540,701 | 9,108,825 | 10,269,011 | 19,714,963 | 18,983,209 |
Total operating expenses | 6,595,518 | 10,562,861 | 13,904,221 | 20,441,646 | 36,954,618 | 48,724,183 |
Operating loss | (4,167,142) | (3,614,000) | (7,829,255) | (5,635,069) | (13,332,175) | (2,177,526) |
Other income (expense): | ||||||
Interest expense, net | (3,321,410) | (3,126,358) | (6,441,464) | (6,056,372) | (12,204,444) | (47,613) |
Gain on employee warrants liability | 52,875 | 646,930 | 167,835 | 1,781,100 | 2,511,350 | 530,335 |
Gain on extinguishment of debt | 1,040,400 | 1,040,400 | ||||
Impairment loss on assets | (1,610,523) | |||||
Unrealized gain (loss) on investments | (11,553,933) | 2,114,970 | (6,669,760) | 2,114,970 | 3,663,940 | |
Other non-operating income (expense), net | 49,632 | 9,559 | 139,799 | (14,046) | (211,035) | (134,726) |
Total other (expense), net | (14,772,836) | (354,899) | (12,803,590) | (1,133,948) | (6,810,312) | 347,996 |
Loss before income taxes | (18,939,978) | (3,968,899) | (20,632,845) | (6,769,017) | (20,142,487) | (1,829,530) |
Income tax benefit | (554,075) | (1,254,134) | (893,932) | (506,245) | (3,035,990) | (594,509) |
Net loss | (18,385,903) | (2,714,765) | (19,738,913) | (6,262,772) | (17,106,497) | (1,235,021) |
Other comprehensive income (loss), net of tax: | ||||||
Currency translation adjustments | (263,751) | (8,230) | (408,017) | 23,973 | (65,109) | |
Total other comprehensive (loss) income | (263,751) | (8,230) | (408,017) | 23,973 | (65,109) | |
Comprehensive loss | $ (18,649,654) | $ (2,722,995) | $ (20,146,930) | $ (6,238,799) | $ (17,171,606) | $ (1,235,021) |
Loss per share: | ||||||
Basic | $ (0.07) | $ (0.01) | $ (0.07) | $ (0.03) | $ (0.08) | $ (0.01) |
Diluted | $ (0.07) | $ (0.01) | $ (0.07) | $ (0.03) | ||
Weighted average shares: | ||||||
Basic and diluted | 262,832,833 | 187,567,291 | 270,531,857 | 186,009,840 | 206,211,711 | 172,046,517 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (19,738,913) | $ (6,262,772) | $ (17,106,497) | $ (1,235,021) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 335,571 | 228,294 | 655,267 | 163,248 |
Stock-based compensation gain | (152,381) | (1,461,637) | (2,120,111) | 3,578,707 |
Deferred income tax benefit | (1,513,672) | (1,038,359) | (536,862) | |
Amortization of debt discount and other | 6,994,167 | 4,877,643 | 12,231,501 | 18,647 |
Gain on extinguishment of debt | (350,320) | (1,040,400) | (1,040,400) | |
Impairment loss on assets | 2,331,554 | |||
Impairment loss on intangible assets | 154,182 | |||
Bad debt expense | 107,800 | |||
Unrealized gain (loss) on investments | 6,669,760 | (1,778,789) | ||
(Gain) loss on investments and other assets | (3,663,940) | 114,599 | ||
Non-cash consulting expense | 632,877 | |||
Provision for obsolete inventory | 433,714 | 635,137 | 1,095,068 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (182,343) | (24,398) | (163,599) | 2,562,491 |
Inventory | 514,591 | (3,455,082) | (2,579,581) | 1,235,523 |
Other current assets | 422,894 | 1,797,008 | 1,098,003 | (1,348,655) |
Other assets | (153,324) | (1,810) | ||
Security deposits | (459) | (20,967) | ||
Accounts payable | 762,392 | (126,488) | (304,637) | 524,124 |
Income taxes payable | (577,235) | 921,641 | (2,110,592) | (714,692) |
Lease liability | 17,541 | (21,946) | (19,073) | 2,617 |
Accrued and other liabilities | (694,905) | (2,297,788) | (2,663,745) | (7,005,797) |
Net Cash Used in Operating Activities | (5,436,809) | (10,160,196) | (15,226,654) | (1,566,970) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Payments for property and equipment and other assets | (1,352,792) | (209,997) | (9,331,967) | (914,336) |
Payments for intangible assets | (190,151) | |||
Issuance of notes receivable | (241,942) | (579,790) | (204,879) | |
Purchase of marketable securities | (9,510,000) | |||
Collection of notes receivable | (41,682) | 5,000 | 113,727 | |
Cash paid for asset purchase | (400,000) | (2,937,000) | ||
Payment for acquisition of nonconsolidated interests | (2,937,000) | |||
Net Cash Used in Investing Activities | (11,504,734) | (3,188,679) | (12,843,757) | (1,195,639) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Retirement of loan | (3,348,811) | |||
Common stock received on litigation settlement | (1,046,254) | |||
Proceeds from issuance of common stock | 34,625 | 3,078,607 | 3,023,390 | |
Repayments of convertible notes payable | (100,000) | |||
Proceeds from convertible notes | 30,000,000 | 30,000,000 | ||
Net proceeds from issuance of promissory notes | 10,922,329 | 1,040,400 | ||
Repurchase of common stock | (899,500) | |||
Net Cash Provided by Financing Activities | 6,527,264 | 30,034,625 | 32,978,607 | 3,164,290 |
IMPACT OF CURRENCY RATE CHANGES ON CASH | (150,122) | 11,124 | (29,339) | |
Increase (decrease) in cash and cash equivalents | (10,564,401) | 16,696,874 | 4,878,857 | 401,681 |
Cash and cash equivalents, beginning of period | 17,023,266 | 12,144,409 | 12,144,409 | 11,742,728 |
Cash and cash equivalents, end of period | 6,458,865 | 28,841,283 | 17,023,266 | 12,144,409 |
Supplemental cash flow information | ||||
Cash paid for interest | 127,790 | 32,435 | 52,541 | 5,071 |
Cash paid for income taxes | 45,312 | 47,489 | 828,233 | |
Supplemented disclosure of non-cash investing and financing activities: | ||||
Related party loan fees, consulting fees, and interest obligations settled with shares of common stock | 8,900,000 | |||
Stock issued for financing fees and prepaid interest on debt | 5,400,000 | |||
Investment origination fee collected in shares of investee stock | $ 500,000 | 500,000 | ||
Right-of-use assets obtained in exchange for operating lease liability | 523,998 | 164,970 | ||
Settlement obligation satisfied with shares of common stock | $ 400,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Common Stock [Member] Common Class A and B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Shares To Be Issued [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Series A Preferred Stock [Member] | Series C Preferred Stock [Member] | Total |
Beginning balance at Mar. 31, 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 Mar. 31, 2020 | 32,478,750 | 10,000,000 | 3,490,000 | 136,072,386 | ||||||||||
Common stock issued for cash | $ 3,000 | 5,397,000 | (2,400,000) | 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) | |||||||||||||
Conversions or retirements of preferred stock | $ (2,175) | $ (1,000) | $ (26) | $ 3,201 | ||||||||||
Conversions or retirements of preferred stock, shares | (21,750,000) | (10,000,000) | (260,000) | 32,010,000 | 260,000 | |||||||||
Common stock redeemed upon settlement of stockholder litigation | $ (3,831) | (1,528,524) | 1,532,355 | |||||||||||
Common stock redeemed upon settlement of stockholder litigation, shares | (38,308,864) | |||||||||||||
Repurchase of shares of Common Stock | $ (1,750) | (897,750) | (899,500) | |||||||||||
Repurchase of shares of Common Stock, shares | (17,500,000) | |||||||||||||
Stock-based compensation expense | 2,201,004 | 2,201,004 | ||||||||||||
Proceeds from common stock warrants exercised | 23,390 | 23,390 | ||||||||||||
Stock warrants exercised | 783 | (570,177) | (23,029) | (592,423) | ||||||||||
Stock warrants exercised, shares | 7,827,247 | |||||||||||||
Subscription receivable impaired | (114,405) | 114,405 | ||||||||||||
Net loss | (1,235,021) | (1,235,021) | ||||||||||||
Currency translation adjustments | ||||||||||||||
Ending balance at Mar. 31, 2021 | $ 510 | $ 323 | $ 16,010 | $ 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 | 160,100,769 | ||||||||||
Conversions or retirements of preferred stock | $ (200) | $ (1) | $ 1 | |||||||||||
Conversions or retirements of preferred stock, shares | (2,000,000) | (10,000) | 10,000 | |||||||||||
Stock-based compensation expense | 280,000 | 280,000 | ||||||||||||
Stock warrants exercised | 50 | 77,450 | 77,500 | |||||||||||
Stock warrants exercised, shares | 500,000 | |||||||||||||
Net loss | (6,262,772) | (6,262,772) | ||||||||||||
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 | |||||||||||||
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 | ||||||||||||
Currency translation adjustments | 23,973 | 23,973 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 310 | $ 322 | $ 18,761 | 71,922,718 | 12,146 | (44,792,611) | 23,973 | 27,185,619 | ||||||
Ending balance, shares at Sep. 30, 2021 | 3,100,000 | 3,220,000 | 187,610,769 | |||||||||||
Beginning balance at Mar. 31, 2021 | $ 510 | $ 323 | $ 16,010 | $ 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 | 160,100,769 | ||||||||||
Common stock issued for cash | $ 5,000 | 5,245,000 | (2,250,000) | 3,000,000 | ||||||||||
Common stock issued for cash, shares | 50,000,000 | |||||||||||||
Conversions or retirements of preferred stock | $ (200) | $ (1) | $ 1 | 200 | $ (2,000,000) | |||||||||
Conversions or retirements of preferred stock, shares | (2,000,000) | (10,000) | 10,000 | 10,000 | ||||||||||
Stock-based compensation expense | 3,780,000 | 3,780,000 | ||||||||||||
Stock warrants exercised | 5,181 | 148,451 | 153,632 | |||||||||||
Stock warrants exercised, shares | 51,813,200 | |||||||||||||
Net loss | (17,106,497) | (17,106,497) | ||||||||||||
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 | |||||||||||||
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 | ||||||||||||
Currency translation adjustments | (65,109) | (65,109) | ||||||||||||
Ending balance at Mar. 31, 2022 | $ 310 | $ 322 | $ 28,892 | $ 28,892 | 80,738,719 | 12,146 | (57,886,336) | (65,109) | 22,828,944 | |||||
Ending balance, shares at Mar. 31, 2022 | 3,100,000 | 3,220,000 | 288,923,969 | 288,923,969 | ||||||||||
Repurchase of shares of Common Stock | $ (2,609) | 2,609 | (626,187) | $ (626,187) | ||||||||||
Repurchase of shares of Common Stock, shares | (26,091,136) | (26,091,136) | ||||||||||||
Net loss | (19,738,913) | $ (19,738,913) | ||||||||||||
Currency translation adjustments | (408,017) | (408,017) | ||||||||||||
Refinancing of debt and detachable warrants | 1,172,167 | 1,172,167 | ||||||||||||
Ending balance at Sep. 30, 2022 | $ 310 | $ 322 | $ 26,283 | $ 81,913,495 | $ 12,146 | $ (626,187) | $ (77,625,249) | $ (473,126) | $ 3,227,994 | |||||
Ending balance, shares at Sep. 30, 2022 | 3,100,000 | 3,220,000 | 262,832,833 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) | 6 Months Ended |
Sep. 30, 2022 shares | |
Statement of Stockholders' Equity [Abstract] | |
Repurchase of shares of Common Stock | 26,091,136 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND BUSINESS | NOTE 1 – ORGANIZATION AND BUSINESS Description of Operations Sharing Services Global Corporation and subsidiaries (“Sharing Services” or the “Company”) aim to build shareholder value by developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment the Company’s product and services portfolio, business competencies, and geographic reach. The Company was incorporated in the State of Nevada in April 2015. Health and Wellness Products TM Subscription-Based Travel Services Company-Owned and Franchised Cafes TM Targeted Ownership Interests | NOTE 1 - ORGANIZATION AND 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 as described below, business competencies, and geographic reach. The Company was incorporated in the State of Nevada in April 2015. In June 2021, the Company, through a subsidiary, commenced operations in the Republic of Korea (South Korea). Health and Wellness Products TM Subscription-Based Travel Services TM Company-Owned and Franchised Destination Cafes Targeted Ownership Interests Corporate Name Change Sharing Services Global Corporation was originally incorporated under the name Sharing Services, Inc. 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 symbol SHRV. Change of Fiscal Year In March 2021, Sharing Services changed its fiscal year-end from a fiscal year ending on April 30 th st The following table sets forth certain information about the Company’s results of operations for the twelve (12) months ended March 31, 2022, and 2021. The information for the twelve (12) months ended March 31, 2021, represents unaudited pro-forma information. SUMMARY OF UNAUDITED PRO-FORMA INFORMATION 12 Months Ended March 31, 2022 2021 Net sales $ 34,424,314 $ 74,664,436 Gross profit $ 23,622,443 $ 53,630,538 Loss from continuing operations $ (20,142,487 ) $ (1,988,501 ) Loss before income taxes $ (20,142,487 ) $ (1,988,501 ) Income tax benefit (3,035,990 ) (1,782,278 ) Net loss $ (17,106,497 ) $ (206,223 ) Basic and diluted loss per share $ (0.08 ) $ (0.00 ) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited condensed consolidated interim financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted pursuant to the rules and regulations of the SEC, although we believe that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. Unless so stated, the disclosures in the accompanying condensed consolidated financial statements do not repeal the disclosures in our consolidated financial statements for year ended March 31, 2022. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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 and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include recent customer remittances deposited with our merchant processors at the balance sheet date, which generally settle within 24 to 72 hours. As of September 30, 2022, and March 31, 2022, cash and cash equivalents included cash held by our merchant processors of approximately $ 1.1 3.3 1.1 3.0 1.3 1.4 Notes Receivable On August 29, 2022, the Company and 1044Pro LLC (“1044”) entered in an agreement to modify the Revolving Promissory Note dated January 22, 2022. In accordance with the amendment, the Company agreed to lend $ 125,000 20 At September 30, 2022 and March 31, 2022, notes receivable were $ 951,262 601,520 709,320 601,520 Investment in Marketable Securities The Company has invested in a marketable security that can easily be bought, sold, or traded on public exchanges. The investment is carried at fair market. Unrealized gains and losses have been recorded to operating income. At September 30, 2022, the investment was valued at approximately $ 6.5 Inventory Inventory consists of finished goods and promotional materials and are stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method, or net realizable value. The Company periodically assesses its inventory levels when compared to current and anticipated sales levels. As of September 30, 2022, and March 31, 2022, the allowance for obsolete inventory was $ 433,714 108,055 Other Assets Other assets include a multi-user license and code of a back-office platform that was acquired for $ 1,000,000 Capitalization on Internal-Use Software Costs Note Payable In May 2020, the Company was granted a loan (the “PPP Loan”) by a commercial bank in the amount of $ 1.0 1.0 1.0 On June 15, 2022, Linden Real Estate Holdings, LLC, a wholly owned subsidiary of the Company, American Pacific Bancorp, Inc. (“APB”), and the Company entered into a Loan Agreement pursuant to which APB loaned the Company approximately $ 5.7 8 5,522,829 43,897 131,691 On August 11, 2022, the Company executed a revolving credit promissory note with APB (“the APB Revolving Note”) pursuant to which the Company has access to advances with a maximum principal balance not to exceed the principal sum of $ 10 600,000 8 6.0 60,667 Foreign Currency Translation As part of our strategic growth plan initiatives, we have expanded our 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. Individual material transactions, if any, are translated using the actual rate of exchange on the transaction date. The resulting translation adjustments are reported in accumulated other comprehensive loss in our condensed consolidated balance sheets. SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION South Korean Exchange rate as of September 30, 2022 1,435.44 South Korean Won per USD Three Months ended Six Months Ended Average exchange rate as of September 30, 2022 1,340.47 1,300.50 Comprehensive Loss For the three and six months ended September 30, 2022, and 2021, the Company’s comprehensive loss was comprised of currency translation adjustments and net loss. Revenue Recognition As of September 30, 2022, and March 31, 2022, deferred sales associated with product invoiced but not received by customers was $ 159,021 344,071 73,748 70,968 61,824 63,890 94,097 68,287 During the three and six months ended September 30, 2022, no individual customer, or affiliated group of customers, represented 10% or more of the Company’s consolidated net sales, and approximately 62 39 23 38 During the three and six months ended September 30, 2021, no individual customer, or affiliated group of customers, represented 10% or more of the Company’s consolidated net sales, and approximately 68 34 34 32 During the six months ended September 30, 2022, approximately 63 38 25 37 During the six months ended September 30, 2021, approximately 69 32 37 31 During the six months ended September 30, 2022, and September 30, 2021, approximately 93 84 During the three months ended September 30, 2022, substantially all of the Company’s consolidated net sales were from health and wellness products (including approximately 7 20 9 64 22 16 During the six months ended September 30, 2022, substantially all of consolidated net sales were from health and wellness products (including approximately 70 20 10 During the six months ended September 30, 2021, approximately 99 42 28 14 15 During the three and six months ended September 30, 2022, over 93 55 45 Sales Commissions The Company recognizes sales commission expense, when incurred, in accordance with GAAP. During the three months ended September 30, 2022, and 2021, sales commission expense, which is included in selling and marketing expenses in our consolidated statements of operations and comprehensive loss, was $ 1.5 4.9 3.9 9.9 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 | NOTE 2 - 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, primarily consisting of reclassification of the liability associated with uncertain tax positions of $ 904,643 Use of Estimates and Assumptions The preparation of financial statements in accordance with GAAP requires the use of judgment and requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures about contingent assets and liabilities, if any. Matters that require the use of estimates and assumptions include, among others: the recoverability of accounts 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, and the valuation of loss contingencies, if any. Actual results may differ from these estimates in amounts that may be material to our consolidated financial statements. We believe that the estimates and assumptions used in the preparation of our consolidated financial statements are reasonable. Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include recent customer remittances deposited with our merchant processors at the balance sheet date, which generally settle within 24 to 72 hours. As of March 31, 2022, and 2021, cash and cash equivalents included cash held by our merchant processors of $ 3.3 6.2 3.0 4.9 1.4 1.6 Accounts Receivable and Allowance for Doubtful Accounts As of March 31, 2022, and 2021, accounts receivable was $ 1.7 1.5 1.5 1.5 Inventory and Cost of Goods Sold Inventory consists of product held for sale in the 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 cost reflects direct product costs and certain shipping and handling costs, such as in-bound freight. When estimating the net realizable value of inventory, we consider several factors including estimates of future demand for the product, historical turn-over rates, the age and sales history of the inventory, and historic and anticipated changes in our product offerings. See Note 6 - “INVENTORIES” below for more information. Physical 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. During the fiscal year ended March 31, 2022, and 2021, the Company recognized a provision for inventory losses of $ 635,137 and $ 1.1 million, respectively, in connection with health and wellness products that were either damaged, expired, or slow-moving, based on the Company’s historical and anticipated sales. The Company reports its provisions for inventory losses 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 product to customers, are included in selling and marketing expenses in our consolidated statements of operations when incurred. 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 ● Furniture and fixtures - 3 ● Office equipment - 5 ● Computer Equipment - 3 ● Computer software - 3 ● 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 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, 2022, and 2021, deferred revenue associated with product invoiced but not received by customers at the balance sheet date was $ 344,071 and $ 1.2 million, respectively; deferred revenue associated with unfulfilled performance obligations for services offered on a subscription basis was $ 70,968 and $ 153,216 , respectively; deferred sales revenue associated with unfulfilled performance obligations for customers’ right of return was $ 63,890 and $ 95,780 , respectively; and deferred sales revenue associated with customer loyalty points outstanding was $ 68,287 and $ 0 , respectively. Deferred sales revenue is expected to be recognized over one year. During the fiscal year ended March 31, 2022, and 2021, no individual customer, or related group of customers, represents 10% or more of our consolidated net sales. During the fiscal year ended March 31, 2022, approximately 66 32 34 34 71 43 28 29 During the fiscal year ended March 31, 2022, and 2021, approximately 87 94 During the fiscal year ended March 31, 2022, substantially all the Company’s net sales are from health and wellness products (including approximately 33 % from the sale of Nutraceutical products, approximately 32 % from the sale of coffee and other functional beverages, approximately 11 % from the sale of weight management products, and approximately 17 % from the sale of all other health and wellness products). During the fiscal year ended March 31, 2021, approximately 99 % of consolidated net sales are from our health and wellness products (including approximately 52 % from the sale of Nutraceutical products, approximately 17 % from the sale of coffee and coffee-related products, and approximately 30 % from the sale of all other health and wellness products). During the fiscal year ended March 31, 2022, and 2021, our ten top selling products represent approximately 50 % and 54 %, respectively, of our consolidated net sales. During the fiscal year ended March 31, 2022, and 2021, product purchases from one U.S.-based supplier accounted for approximately 64 % and 99 %, respectively, of total product purchases. In addition, during the fiscal year ended March 31, 2022, 33 % of total product purchases were from one third-party supplier located in South Korea. Sales Commissions The Company recognizes sales commission expense when incurred. In the fiscal year ended March 31, 2022, and 2021, sales commission expense was approximately $ 16.3 29.4 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 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, 2022, income recognized in connection with stock-based compensation awards was $ 2.3 186,264 2.5 3.0 3.6 530,335 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 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. 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. The Company leases space for its corporate headquarters, warehouse space, automobiles, and office and other equipment, under lease agreements classified as operating leases. See Note 13 - “LEASES” below for more information about the Company’s lease obligations. Foreign Currency During the fiscal year ended March 31, 2022, and 2021, approximately 87 % and 94 %, respectively, of our consolidated net sales are denominated in U.S. Dollars. During the fiscal year ended March 31, 2022, and 2021, sales denominated in no other currency accounted for 10% or more of net sales. 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 June 2021, the Company expanded its geographical footprint, and through its wholly owned subsidiary, 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: SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION South Korean Won per USD Exchange rate as of March 31, 2022 1,212.99 Average exchange rate for the fiscal year ended March 31, 2022 1,167.39 Income Taxes The Company uses the asset and liability method and follows ASC Topic 740 - Income Taxes 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 14 - “INCOME TAXES” for more information about the Company’s accounting for income taxes. Investments 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 50 20 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 Recently Issued Accounting Standard - Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes 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 |
FAIR VALUE MEASUREMENTS OF FINA
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS | NOTE 17 - 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: SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES September 30, 2022 Total Level 1 Level 2 Level 3 Assets Investment in unconsolidated entities, net $ 1,370,242 $ - - 1,370,242 Investment in marketable securities 6,506,547 6,506,547 - - Total assets $ 7,876,789 $ 6,506,547 $ - $ 1,370,242 Liabilities Convertible notes payable $ 17,918,182 $ - $ 17,918,182 $ - Total liabilities $ 17,918,182 $ - $ 17,918,182 $ - March 31, 2022 Total Level 1 Level 2 Level 3 Assets Investment in unconsolidated entities, net $ 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 | NOTE 3 - FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS 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’s measures and discloses the fair value of its financial instruments under the provisions of ASC Topic 820 - Fair Value Measurement Consistent with the valuation hierarchy contained in ASC 820, we categorized certain of our financial assets and liabilities as follows: SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES 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 As of 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 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. See Note 5 below for more information about our notes receivable. As of March 31, 2022, convertible notes payable (including current maturities) are reported in our consolidated financial statements at amortized cost of $ 30.1 million, less unamortized debt discount and deferred financing costs, in the aggregate, of $ 20.2 million. As of March 31, 2021, convertible notes payable (including current maturities) are reported in our consolidated financial statements at amortized cost of $ 150,000 , less unamortized debt discount of $ 15,607 . 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. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Loss per share: | ||
LOSS PER SHARE | NOTE 3 – LOSS PER SHARE We calculate 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 loss 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 loss per share also reflects an adjustment to net loss 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 loss per share: SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED LOSS PER SHARE Three Months Ended Six Months Ended September 30, September 30, September 30, September 30, Net loss, as reported $ (18,385,903 ) $ (2,714,765 ) $(19,738,913 ) $ (6,262,772 After tax interest adjustment - - - - Net loss, if-converted basis $ (18,385,903 ) $ (2,714,765 ) $ (19,738,913 ) $ (6,262,772 ) Weighted average basic shares 262,832,833 187,567,291 270,531,857 186,009,840 Dilutive securities and instruments: Convertible preferred stock - - - - Convertible notes - - - - Stock options and warrants - - - - Weighted average diluted shares 262,832,833 187,567,291 270,531,857 186,009,840 Loss per share: Basic $ (0.07 ) $ (0.01 ) $ (0.07 ) $ (0.03 ) Diluted $ (0.07 ) $ (0.01 ) $ (0.07 ) $ (0.03 ) The following potentially dilutive securities and instruments were outstanding as of September 30, 2022, and September 30, 2021, but excluded from the table above: SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING September 30, September 30, Convertible preferred stock 6,320,000 8,289,781 Convertible notes payable 246,123,029 156,381,169 Stock warrants 23,246,817 128,743,903 Total potential incremental shares 275,689,846 293,414,853 The preceding table does not include 3,750,000 for both stock warrants held by employees which are not vested (or exercisable) at September 30, 2022 and 4,250,000 | NOTE 4 - EARNINGS (LOSS) PER SHARE LOSS PER SHARE The Company calculates 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 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: SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE Fiscal Year Ended March 31, 2022 2021 Net loss $ (17,106,497 ) $ (1,235,021 ) Weighted average basic and diluted shares 206,211,711 172,046,517 Earnings (loss) per share: Basic and diluted $ (0.08 ) $ (0.01 ) 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: SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING As of March 31, 2022 2021 Convertible notes payable 158,403,141 10,406,100 Stock warrants 68,475,290 34,128,212 Convertible Preferred Stock 7,307,589 20,879,530 Total potential incremental shares 234,186,020 65,413,842 |
NOTES RECEIVABLE, NET
NOTES RECEIVABLE, NET | 12 Months Ended |
Mar. 31, 2021 | |
Financing Receivable, after Allowance for Credit Loss [Abstract] | |
NOTES RECEIVABLE, NET | NOTE 5 - NOTES RECEIVABLE, NET In January 2021, the Company, through a wholly owned subsidiary, and 1044PRO, LLC (“1044 PRO”) entered into a Funding Agreement pursuant to which the Company agreed to provide to 1044 PRO loans under a $ 250,000 310,000 10 On January 26, 2022, the parties to the Funding Agreement discussed in the preceding paragraph entered into a new Loan Agreement pursuant to which the Company agreed to loan to 1044Pro up to and additional $ 250,000 125,000 10 On January 14, 2022, the Company 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 8,333 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 balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Notes receivable consist of the following: SCHEDULE OF NOTES RECEIVABLE 2022 2021 As of March 31, 2022 2021 1044PRO, LLC $ 436,520 $ 189,199 MojiLife, LLC 150,000 - Other 15,000 20,000 Total 601,520 209,199 Allowance for obsolescence (601,520 ) (114,599 ) Total Notes Receivable $ - $ 94,600 The following table reflects the activity in the allowance for impairment losses for the periods presented: SCHEDULE OF ALLOWANCE FOR IMPAIRMENT LOSSES 2022 2021 Fiscal Year Ended March 31, 2022 2021 Balance at beginning of fiscal year $ 114,599 $ - Provision for estimated impairment losses 491,921 114,599 Write-offs and recoveries (5,000 ) - Balance at end of fiscal year $ 601,520 $ 114,599 |
INVENTORY, NET
INVENTORY, NET | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORY, NET | NOTE 4 – INVENTORY, NET Inventory consists primarily of finished goods. The Company provides an allowance for any slow-moving or obsolete inventory. As of September 30, 2022, and March 31, 2022, inventory consists of the following: SCHEDULE OF INVENTORY September 30, March 31, Finished Goods $ 3,957,950 $ 4,482,291 Allowance for inventory obsolescence (433,714 ) (108,055 ) Inventory, net $ 3,524,236 $ 4,374,236 The Company allowance for inventory obsolescence for the six months ended September 30, 2022, and September 30, 2021, was $ 433,714 284,780 On July 5, 2022, the Company entered into an asset purchase agreement with Hulsa LLC. The Company purchased assets, inclusive of inventory and intangible assets. The Company paid $ 400,000 177,000 | NOTE 6 - INVENTORY, NET Inventory consists of the following: SCHEDULE OF INVENTORY 2022 2021 As of March 31, 2022 2021 Finished Goods $ 4,482,291 $ 2,556,368 Allowance for obsolescence (108,055 ) (85,058 ) Inventory, net $ 4,374,236 $ 2,471,310 The increase in finished goods as of March 31, 2022, compared to as of March 31, 2021, reflects the inventory of the Company’s South Korean subsidiary (primarily skin care products) that started its operations in June 2021, of approximately $ 1.9 The following table reflects the activity in the allowance for inventory obsolescence for the periods presented: SCHEDULE OF ALLOWANCE FOR INVENTORY OBSOLESCENCE 2022 2021 Fiscal Year Ended March 31, 2022 2021 Balance at beginning of fiscal year $ 85,058 $ - Provision for estimated obsolescence 635,137 1,095,068 Write-offs and recoveries (612,140 ) (1,010,010 ) Balance at end of fiscal year $ 108,055 $ 85,058 |
OTHER CURRENT ASSETS, NET
OTHER CURRENT ASSETS, NET | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
OTHER CURRENT ASSETS, NET | NOTE 5 – OTHER CURRENT ASSETS, NET Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS September 30, March 31, Prepaid consulting fees, related party $ 1,139,999 $ 2,867,123 Inventory-related deposits 253,884 384,477 Prepaid insurance and other operational expenses 287,553 201,275 Deposits for sales events - 222,540 Right to recover asset 13,946 15,632 Subtotal 1,695,382 3,691,047 Less: allowance for losses (175,641 ) (179,765 ) Other current assets $ 1,519,741 $ 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 12 – Related Party Transactions). Prepaid insurance and other operational expenses primarily consist of payments for goods and services (such as freight, trade show expenses and insurance premiums) which are expected to be realized in the next operating cycle. Right to recover asset is associated with our customers’ right of return and is expected to be realized in one year or less. As of both September 30, 2022, and March 31, 2022, the provision for losses in connection with certain inventory-related deposits for which recoverability is less than certain was $ 175,641 179,765 | NOTE 7 - OTHER CURRENT ASSETS, NET Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS 2022 2021 As of March 31, 2022 2021 Prepaid consulting fees $ 2,867,123 $ - Inventory-related deposits 384,477 1,845,722 Employee advances - 320,631 Prepaid insurance and other operational expenses 201,275 210,665 Deposits for sales events 222,540 - Right to recover asset 15,632 26,616 Subtotal 3,691,047 2,403,634 Less: allowance for losses (179,765 ) - Other current assets $ 3,511,282 $ 2,403,634 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 15 for more information). 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. As of March 31, 2022, and 2021, employee advances include $ 0 320,631 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT, NET | NOTE 7 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: SUMMARY OF PROPERTY AND EQUIPMENT September 30, March 31, Building and building improvements $ 8,976,878 $ 8,976,878 Computer software 1,020,396 875,925 Furniture and fixtures 237,046 237,045 Computer equipment 223,424 223,424 Leasehold improvements and other 351,878 263,208 Total property and equipment 10,809,622 10,576,480 Impairment of property and equipment - (100,165 Accumulated depreciation and amortization (1,255,045 ) (891,174 ) Property and equipment, net $ 9,554,577 $ 9,585,141 | NOTE 8 - PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: SUMMARY OF PROPERTY AND EQUIPMENT 2022 2021 As of March 31, 2022 2021 Building and building improvements $ 8,976,878 $ - Computer software 875,925 734,510 Furniture and fixtures 237,045 230,685 Computer equipment 223,424 197,419 Leasehold improvements and other 263,208 106,877 Total property and equipment 10,576,480 1,269,491 Impairment of property and equipment (100,165 ) - Accumulated depreciation and amortization (891,174 ) (381,541 ) Property and equipment, net $ 9,585,141 $ 887,950 Depreciation and amortization expense in connection with the Company’s property and equipment for the fiscal year ended March 31, 2022, and 2021 was $ 534,371 and $ 161,663 , 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. See Note 20, “SUBSEQUENT EVENTS” for more details. 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. The Company assessed a useful life of the building ( 28 years). Depreciation and amortization expense for the fiscal year ended March 31, 2022, include $ 48,007 in connection with the building. 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 During the fiscal year ended March 31, 2021, the Company capitalized $ 715,354 163,106 |
INVESTMENT IN UNCONSOLIDATED EN
INVESTMENT IN UNCONSOLIDATED ENTITIES, NET | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Investment In Unconsolidated Entities Net | ||
INVESTMENT IN UNCONSOLIDATED ENTITIES, NET | NOTE 6 – INVESTMENT IN UNCONSOLIDATED ENTITIES, NET In September 2021, the Company, Stemtech Corporation (“Stemtech”) and Globe Net Wireless Corp. (“GNTW”) entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company invested $ 1.4 1.4 500,000 September 9, 2024 10 September 13, 2024 1.4 154,173 The Company carries its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock at fair value in accordance with GAAP. During the three and six months ended September 30, 2022, the Company recognized losses, before income tax, of $ 8.6 3.7 In September 2021, the Company entered into a Membership Unit Purchase Agreement pursuant to which the Company acquired a 30.75 1,537,000 On 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 and securities consists of the following: SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES September 30, March 31, Investment in detachable GNTW stock warrant $ 966,000 $ 3,570,000 Investment in GNTW common stock 106,379 393,141 Investment in Stemtech convertible note 297,863 1,100,799 Investment in MojiLife, LLC 1,537,000 1,537,000 Subtotal 2,907,242 6,600,940 Less, allowance for impairment losses (1,537,000 ) (1,537,000 Investments $ 1,370,242 $ 5,063,940 The following table reflects the activity in the allowance for impairment losses for the periods presented: SCHEDULE OF ALLOWANCE FOR IMPAIRMENT LOSSES IN INVESTMENTS September 30, March 31, Balance at beginning of period $ 1,537,000 $ - Provision for estimated impairment losses - 1,537,000 Balance at end of period $ 1,537,000 $ 1,537,000 | NOTE 9 - INVESTMENT IN UNCONSOLIDATED ENTITIES INVESTMENT IN UNCONSOLIDATED ENTITIES, NET In September 2021, the Company, Stemtech Corporation (“Stemtech”) and Globe Net Wireless Corp. (“GNTW”) entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company invested $ 1.4 1.4 500,000 September 9, 2024 10 September 13, 2024 1.4 154,173 The Company carries its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock at fair value in accordance with U.S. GAAP. During the fiscal year ended March 31, 2022, the Company recognized unrealized gains, before income tax, of $ 3.7 In September 2021, the Company entered into a Membership Unit Purchase Agreement pursuant to which the Company acquired a 30.75 1,537,000 Investment in unconsolidated entities consists of the following: SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES 2022 2021 As of March 31, 2022 2021 Investment in detachable GNTW stock warrant $ 3,570,000 $ - Investment in GNTW common stock 393,141 - Investment in Stemtech convertible note 1,100,799 - Investment in MojiLife, LLC 1,537,000 - Subtotal 6,600,940 - Less, allowance for impairment losses (1,537,000 ) - Investments $ 5,063,940 $ - 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 IN INVESTMENTS 2022 2021 Fiscal Year Ended March 31, 2022 2021 Balance at beginning of fiscal year $ - $ - Provision for estimated impairment losses 1,537,000 - Balance at end of fiscal year $ 1,537,000 $ - |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10 - NOTES PAYABLE In May 2020, the Company was granted a loan (the “PPP Loan”) by a commercial bank in the amount of $ 1,040,400 of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) The Company’s borrowings under the were eligible for loan forgiveness pursuant to the CARES Act. As of March 31, 2021, loan 1,040,400 8,922 . |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Payables and Accruals [Abstract] | ||
ACCRUED AND OTHER CURRENT LIABILITIES | NOTE 9 – ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of the following: SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES September 30, March 31, Deferred sales $ 388,691 $ 547,217 Liability associated with uncertain tax positions 925,794 921,987 Payroll and employee benefits 427,473 478,360 Settlement liability, current portion - 341,919 Lease liability, current portion 70,789 134,578 Due to related parties 699 125,532 Other operational accruals 1,550,862 530,189 Accrued and other current liabilities $ 3,364,308 $ 3,079,782 Lease liability, current portion, represent obligations due within one year under operating leases for office space, automobiles, and office equipment. See Note14 - LEASES 902,862 648,000 | NOTE 11 - ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of the following: SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES 2022 2021 As of March 31, 2022 2021 Deferred sales revenues $ 547,217 $ 1,449,359 Liability associated with uncertain tax positions 921,987 904,643 Accrued severance expense - 700,000 Payroll and employee benefits 478,360 523,454 Settlement liability, current portion 341,919 376,921 Lease liability, current portion 134,578 373,398 Other operational accruals 655,721 499,639 Accrued and other current liabilities $ 3,079,782 $ 4,827,414 Lease liability, current portion, represent obligations due withing one year under operating leases for office space, automobiles, and office equipment. See Note 13 - “ LEASES accrued expense of $ 902,862 648,000 |
CONVERTIBLE NOTES PAYABLE, RELA
CONVERTIBLE NOTES PAYABLE, RELATED PARTIES | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE, RELATED PARTIES | NOTE 10 - CONVERTIBLE NOTES PAYABLE, RELATED PARTIES Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE Issuance Date Maturity Date Interest Rate Conversion September 30, March 31, April 2021 April 2024 8 % $ 0.20 $ - $ 30,000,000 October 2017 October 2022 12 % $ 0.15 - 50,000 September 2022 September 2024 8 % $ 0.03 27,000,000 - Total convertible notes payable 27,000,000 30,050,000 Less: unamortized debt discount and deferred financing costs 17,396,771 20,151,230 9,603,229 9,898,770 Less: current portion of convertible notes payable 9,603,229 9,898,770 Long-term convertible notes payable $ - $ - 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 78,636 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 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 $ 27.0 818,181,819 0.033 8 818,181,819 270,000 30.0 150,000,000 0.22 30.0 . During the three months ended September 30, 2022, and September 30, 2021, interest expense in connection with the Company’s convertible notes was $ 558,000 606,444 2.6 2.3 648,000 1.7 3.1 4.4 | NOTE 12 - CONVERTIBLE NOTES PAYABLE CONVERTIBLE NOTES PAYABLE, RELATED PARTIES 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) 2022 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 Total convertible notes payable 30,050,000 150,000 Less: unamortized debt discount and deferred financing costs 20,151,230 15,607 Subtotal 9,898,770 134,393 Less: current portion of convertible notes payable 9,898,770 99,631 Long-term convertible notes payable $ - $ 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 indicated above. The April 2018 convertible note was paid in full in March 2022. In October 2017, the Company issued a Convertible Promissory Note in the principal amount of $ 50,000 (the “Note”) to HWH International, Inc (“HWH” or the “Holder”). HWH is affiliated with Heng Fai Ambrose Chan, who in April 2020 became a Director of the Company. The Note is convertible into 333,333 shares of the Company’s Common Stock. Concurrent with issuance of the Note, the Company issued to HWH a detachable warrant to purchase up to an additional 333,333 shares of the Company’s Common Stock, at an exercise price of $ 0.15 per share. Under the terms of the Note and the detachable stock warrant, the Holder is entitled to certain financing rights. If the Company enters into more favorable transactions with a third-party investor, it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical. HWH has informed the Company that it believes that during the term of the Note, the Company has granted more favorable financing terms to third-party lenders. As of the date of this Registration Statement, the Company and HWH are evaluating alternative options to settle this Note in the foreseeable future. In April 2021, the Company and Decentralized Sharing Systems, Inc. (“DSSI”) entered into a Securities Purchase Agreement, pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $ 30.0 million (the “Note”) in favor of DSSI, and (b) a detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $ 0.22 per share, and DSSI loaned to the Company $ 30.0 million. DSSI, is a subsidiary of DSS, Inc. (formerly Document Security Systems, Inc.) (“DSS”), and, together with DSS, is a majority shareholder of the Company. Under the terms of the loan, the Company agreed to pay to DSSI a loan origination fee of $ 3.0 million, payable in shares of the Company’s Class A Common Stock, at the rate of $ 0.20 per share. The Note bears interest at the annual rate of 8 % and matures on April 5, 2024 , subject to certain acceleration provisions upon the occurrence of an Event of Default, as defined in the Note. In addition, the Note is payable on demand by the holder. Accordingly, the Company classifies as current its obligation under 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 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. Interest on the Note is 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 is pre-payable in shares of the Company’s Class A Common Stock, at the rate of $ 0.20 per share. In connection with the issuance of the Note and the detachable Warrant, the Company allocated $ 15.0 million of the net proceeds from the loan to the detachable Warrant, allocated $ 12.0 million of the net proceeds to the beneficial conversion feature embedded in the Note and recognized deferred financing costs of $ 3.0 million. The resulting debt discount and the deferred financing costs are being amortized into interest expense over the term of the note (three years). During the fiscal year ended March 31, 2022, the Company issued 27,000,000 shares of its Class A Common Stock to DSSI, including 15,000,000 shares in payment of the loan origination fee discussed above and 12,000,000 shares in prepayment of interest for the first year. In connection therewith, the Company recognized a deemed dividend of $ 1,080,000 for the excess of the fair value of the shares issued over the amounts settled. In the fiscal year ended March 31, 2022, and 2021, interest expense associated with the Company’s convertible notes was $ 2.4 5,507 9.9 18,647 |
LEASES
LEASES | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Leases | ||
LEASES | NOTE 15 – LEASES The Company leases space for its offices and warehouse space, under lease agreements classified as “operating leases’” as defined in ASC Topic 842. The Company leases space for its corporate headquarters, warehouse space, automobiles, and office and other equipment, under lease agreements classified as operating leases. The Company has remaining lease terms of approximately 1 10 10 12 The following information pertains to the Company’s leases as of the balance sheet dates indicated: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES Assets Classification September 30, March 31, Operating leases Right-of-use assets, net $ 473,993 $ 593,389 Total lease assets $ 473,993 $ 593,389 Liabilities Operating leases Accrued and other current liabilities $ 70,789 $ 134,578 Operating leases Lease liability, long-term 413,587 461,515 Total lease liabilities $ 484,376 $ 596,093 The following information pertains to the Company’s leases for the periods indicated: SCHEDULE OF OPERATING LEASE COSTS Three Months Ended Lease cost Classification 2022 2021 Operating lease cost General and administrative expenses $ 21,831 $ 305,680 Operating lease cost Depreciation and amortization - - Operating lease cost Interest expense, net - - Total lease cost $ 21,831 $ 305,680 Six Months Ended Lease cost Classification 2022 2021 Operating lease cost General and administrative expenses $ 45,009 $ 465,500 Operating lease cost Depreciation and amortization - - Operating lease cost Interest expense, net - - Total lease cost $ 45,009 $ 465,500 The Company’s lease liabilities are payable as follows: SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE Twelve months ending September 30, Amount 2023 $ 72,962 2024 99,367 2025 102,147 2026 104,926 2027 107,706 Thereafter 252,241 Total remaining payments 739,349 Less imputed interest 254,973 Total lease liability $ 484,376 | NOTE 13 - 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 10 10 12 The following information pertains to the Company’s leases as of the balance sheet dates indicated: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES Assets Classification 2022 2021 As of March 31, Assets Classification 2022 2021 Operating leases Right-of-use assets, net $ 593,389 $ 428,075 Total lease assets $ 593,389 $ 428,075 Liabilities Operating leases Accrued and other current liabilities $ 134,578 $ 373,398 Operating leases Lease liability, long-term 461,515 77,810 Total lease liabilities $ 596,093 $ 451,208 Expense pertaining to the Company’s leases for the periods indicated is as follows: SCHEDULE OF OPERATING LEASE COSTS Fiscal Year Ended March 31, Lease cost Classification 2022 2021 Operating lease cost General and administrative expenses $ 585,015 $ 495,272 Operating lease cost Depreciation and amortization - - Operating lease cost Interest expense, net - - Total lease cost $ 585,015 $ 495,272 The Company’s lease liabilities are payable as follows: SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE Twelve months ending March 31, Amount 2023 $ 154,310 2024 96,944 2025 99,458 2026 102,231 2027 105,048 Thereafter 258,025 Total remaining payments 816,016 Less imputed interest 219,923 Total lease liability $ 596,093 |
INCOME TAXES
INCOME TAXES | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 11 – 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 2022 2021 United States 21 % 21 % Republic of Korea 21 % 22 % Effective Income Tax Rate 21 % 22 % Our consolidated effective income tax rate reconciliation is as follows: SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE Six Months Ended 2022 2021 Federal statutory rate 21.0 % 21.0 % State and local income taxes (0.2 ) (0.7 ) Valuation allowance for NOL carry-forwards (15.6 ) (51.1 ) Stock warrant transactions and other items (0.2 ) 4.1 Effective income tax rate 5.2 % (26.7 )% Income taxes applicable to our foreign operations are not material in the periods presented. | NOTE 14 - INCOME TAXES Our consolidated provision for (benefit from) income taxes is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES Fiscal Year Ended March 31, 2022 2021 Current: Federal $ (2,098,199 ) $ (326,121 ) State and local 100,568 268,474 Foreign - - Total current (1,997,631 ) (57,647 ) Deferred: Federal (1,038,359 ) (536,862 ) State and local - - Foreign - - Total deferred (1,038,359 ) (536,862 ) Total consolidated income tax benefit $ (3,035,990 ) $ (594,509 ) Our consolidated effective income tax rate reconciliation is as follows: SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE Fiscal Year Ended March 31, 2022 2021 Federal statutory rate 21.0 % 21.0 % State and local income taxes (0.5 ) (11.6 ) Prior period adjustments - 45.6 Change in valuation allowance for NOL carry-forwards (6.7 ) (5.3 ) Effect of change in uncertain tax positions - (49.4 ) Stock warrant transactions and other items 1.3 32.2 Effective income tax rate 15.1 % 32.5 % Our deferred tax asset (liability) is as follows: SCHEDULE OF DEFERRED TAX ASSET LIABILITY As of March 31, Deferred tax assets: 2022 2021 Share-based compensation $ 972,043 $ 873,970 Accruals and reserves not currently deductible 649,113 247,348 Impairment of investments and inventory 660,904 674,112 Other 141,349 87,093 Total deferred tax assets 2,423,409 1,882,523 Less: valuation allowance (2,342,204 ) - Total deferred tax assets, net of valuation allowance 81,205 1,882,523 Deferred tax liability: Other - 9,353 Total deferred tax liability - 9,353 Total consolidated deferred tax (liability) assets, net $ 81,205 $ 1,873,170 During the fiscal year ended March 31, 2022, the Company recognized a valuation allowance of $ 2.3 491,496 91,931 491,496 91,931 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. As of March 31, 2022, and 2021, the Company had recognized a liability of $ 17,334 904,643 921,977 904,643 A reconciliation of the Company’s unrecognized tax benefits for the years indicated is as follows: SCHEDULE OF UNRECOGNIZED TAX BENEFITS Fiscal Year Ended March 31, 2022 2021 Balance at beginning of fiscal year $ 904,643 $ - Additions for tax positions related to the current year 17,334 - Additions for tax positions of prior years - 904,643 Reductions of tax positions of prior years - - Settlements - - Balance at end of fiscal year $ 921,977 $ 904,643 The company recognizes interest and/or penalties related to uncertain tax positions in current income tax expense. For the year ended March 31, 2022, and 2021, the Company had recognized accrued interest and penalties, in the aggregate, of $ 121,790 334,332 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, 2022, the Company’s income tax returns for the following tax years remained subject to examination: SCHEDULE OF INCOME TAX RETURNS SUBJECT TO EXAMINATION Tax Jurisdiction Open Years United States 2016 2021 Republic of Korea 2021 Other Countries N/A |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 13 - 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 30.0 In April 2021, the Company and DSSI entered into a Securities Purchase Agreement, pursuant to which DSSI granted a $ 30.0 30.0 150,000,000 0.22 0.20 3.0 0.20 27.0 15.0 12.0 In December 2021, the Company and DSSI entered into a Stock Purchase and Share Subscription Agreement pursuant to which DSSI invested $ 3,000,000 50.0 50.0 5 0.063 0.075 2.3 In January 2022, the Company and DSS who, together with its subsidiaries, is currently a majority shareholder of the Company, entered into a one-year Business Consulting Agreement (the “Consulting Agreement”) pursuant to which DSS will provide to the Company certain consulting services, as defined in the Consulting Agreement. The Consulting Agreement may be terminated by either party on a 60-day’s written notice. In connection with the Consulting Agreement, the Company agreed to pay DSS a flat monthly fee of sixty thousand dollars ($ 60,000 50.0 0.0001 0.07 3.5 1.1 2.1 50.0 On June 15, 2022, the Company and Decentralized Sharing Systems, Inc. (“DSSI”) entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company issued: (a) a Convertible Promissory Note in the principal amount of $ 27.0 818,181,819 0.033 27.0 8 818,181,819 In connection with the loan, the Company agreed to pay to DSSI a loan Origination Fee of $ 270,000 30.0 150,000,000 0.22 30.0 As of September 30, 2022, DSS and its affiliates owned, in the aggregate, 191.9 878.2 818.2 HWH International, Inc. In October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $ 50,000 333,333 333,333 0.15 78,636 333,333 HWH World, Inc. A subsidiary of the Company operating in the Republic of Korea subleases office space from HWH World, Inc. (“HWH World”), 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 $ 261,835 222,092 213,742 2,808 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 76,700 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 19,247 36,808 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. The Company’s affiliates operating in Asia intend to distribute skin care and other products in South Korea and other countries, including skin care products procured from K Beauty, as part of the Company’s previously announced strategic growth plans. During the three and six months ended September 30, 2022, the Company purchased skin care products manufactured by K Beauty Research Lab and other items in the amount of $ 929 and $ 1,572 . Premier Packaging Corporation Premier Packaging Corporation is a wholly owned subsidiary of the Company. Purchase orders to Premier Packaging Corporation, a subsidiary of DSS, to acquire printed packaging materials in the aggregate amount was $ 28,090 and $ 151,509 for the six months ended September 30, 2022, and 2021, 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 15.6 38.3 In May 2022, the Company and certain of its subsidiaries, on the one hand, and Alchemist, the former officer and certain entities affiliated with the former officer, on the other hand, entered into a Confidential Settlement Agreement with Mutual Releases (the “May 2022 Settlement Agreement”) pursuant to which the parties amicably settled all claims and disputes among them; (b) the former officer sold to the Company 26,091,136 1,043,645 0.25 626,187 324,230 The Company subleases warehouse and office space from Alchemist, until May 2022, a 10 25,081 50,179 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 12,498 24,996 Alset Title Company, Inc. In December 2021, Sharing Services, through one of its subsidiaries, purchased an office building in Lindon, Utah for $ 8,942,640 Hapi Café, Inc. In November 2021, Sharing Services and Hapi Café, Inc., a company affiliated with Heng Fai Ambrose Chan, a Director of the Company, entered into a Master Franchise Agreement pursuant to which Sharing Services acquired the exclusive franchise rights in North America to the brand “Hapi Café.” Under the terms, Sharing Services, directly or through its subsidiaries, has the right to operate no less than five (5) corporate-owned stores and can offer to the public sub-franchise rights to own and operate other stores, subject to the terms and conditions contained in the Master Franchise Agreement. American Pacific Bancorp On June 15, 2022, Sharing Services, through one of its subsidiaries, entered into a secured real estate promissory note with American Pacific Bancorp, Inc. (“APB”), and the Company entered into a Loan Agreement pursuant to which APB loaned the Company approximately $ 5.7 8 43,897 5,522,829 On August 11, 2022, the Company executed a revolving credit promissory note with APB (“the APB Revolving Note”) pursuant to which the Company has access to advances with a maximum principal balance not to exceed the principal sum of $ 10 8 6.0 60,667 | NOTE 15 - RELATED PARTY TRANSACTIONS DSS, Inc., and 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 30.0 In April 2021, the Company and DSSI entered into a Securities Purchase Agreement, pursuant to which DSSI granted a $ 30.0 30.0 150,000,000 0.22 0.20 3.0 0.20 27.0 15.0 12.0 In December 2021, the Company and DSSI entered into a Stock Purchase and Share Subscription Agreement pursuant to which DSSI invested $ 3,000,000 50.0 50.0 0.063 0.075 2.3 In January 2022, the Company and DSS who, together with its subsidiaries, is currently a majority shareholder of the Company, 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 3.5 766,415 50.0 million shares of its Common Stock Class A to DSS in connection with exercise of the Stock Warrant. As of March 31, 2022, DSS and its affiliates owned, in the aggregate, 191.9 210.0 150.0 Alset Title Company, Inc. In December 2021, Sharing Services, through one of its subsidiaries, purchased an office building in Lindon, Utah for $ 8,942,640 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 International, Inc. In October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $ 50,000 (the “Note”) to HWH International, Inc (“HWH” or the “Holder”). HWH is affiliated with Heng Fai Ambrose Chan, who became a Director of the Company in April 2020. The Note is convertible into 333,333 shares of the Company’s Common Stock. Concurrent with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the Company’s Common Stock, at an exercise price of $ 0.15 per share. Under the terms of the Note and the detachable stock warrant, the Holder is entitled to certain financing rights. If the Company enters into more favorable transactions with a third-party investor, it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical. As of the date of this Registration Statement, the Company and HWH are evaluating alternative options to settle this Note in the foreseeable future. HWH World, Inc. A subsidiary of the Company operating in the Republic of Korea subleases office space from HWH World, Inc. (“HWH World”), 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 fiscal year ended March 31, 2022, the Company recognized expense of $ 222,092 in connection this lease. As of March 31, 2022, accounts payable includes payments due to HWH World under the lease of $ 213,742 . In May 2022, the Company and HWH World amended the related sublease agreement to significantly reduce the space subleased by the Company and the related rent obligation. 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. 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 Premier Packaging Corporation In the fiscal year ended March 31, 2022, a wholly owned subsidiary of the Company issued purchase orders to Premier Packaging Corporation, a subsidiary of DSS, to acquire printed packaging materials in the aggregate amount of $ 155,693 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 15.6 38.3 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 $ 2.0 715,596 The Company subleases warehouse and office space from Alchemist, a 10 105,105 84,918 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 33,328 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 12 - STOCKHOLDERS’ EQUITY Common Stock During the six months ended September 30, 2022, the Company issued to DSSI: (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $ 27.0 818,181,819 0.033 In May 2022, the Company and certain of its subsidiaries, on the one hand, and Alchemist, the former officer and certain entities affiliated with the former officer, on the other hand, entered into a Confidential Settlement Agreement with Mutual Releases (the “May 2022 Settlement Agreement”) pursuant to which the parties amicably settled all claims and disputes among them; (b) the former officer sold to the Company 26,091,136 1,043,645 0.25 626,187 324,230 At the Annual 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 shall have the authority to issue of Two Billion Two Hundred Million ( 2,200,000,000 0.0001 2,000,000,000 0.0001 200,000,000 0.0001 The Company’s Board of Directors has designated 10,000,000 0.0001 s of September 30, 2022, and March 31, 2022, 262,832,833 288,923,969 A 262,832,833 288,923,969 26,091,136 no | NOTE 16 - STOCKHOLDERS’ EQUITY - CAPITAL STOCK STOCKHOLDERS’ EQUITY Preferred Stock The Company’s Board of Directors (the “Board”) has authorized the issuance of up to 200,000,000 0.0001 Series A Convertible Preferred Stock The Board has authorized the issuance of up to 100,000,000 Convertible 86 0.001 and 0.001 During the fiscal year ended March 31, 2021, stockholders converted an aggregate of 21,750,000 As disclosed in the notes to our consolidated financial statements for the fiscal year ended April 30, 2020, in the fiscal year 2019, the Company filed suit against Research & Referral BZ and two other parties concerning breach of contract, fraud, and statutory fraud in a stock transaction, violations of state securities laws and alter ego relating to a stock exchange/transfer transaction, involving the Company’s stock. In April 2020, the court issued a Final Default Judgment in favor of the Company finding Research and Referral, BZ liable for the Company’s claims of fraud in the inducement and statutory fraud in a stock transaction. Further, the court ordered that the stock transaction be rescinded, and the Company’s stock be returned to the Company, and the matter has been dismissed with prejudice. During the fiscal year ended March 31, 2022, the Company’s transfer agent received and cancelled the stock certificate and the Company retired 2,000,000 As of March 31, 2022, and 2021, 3,100,000 5,100,000 2,900,000 Series B Convertible Preferred Stock The Board has authorized the issuance of up to 10,000,000 Convertible no Series C Convertible Preferred Stock The Board has authorized the issuance of up to 10,000,000 86 0.001 During the fiscal year ended March 31, 2022, and 2021, holders of 10,000 260,000 an equal number of shares of the Company’s Common Stock. 3,220,000 3,230,000 Common Stock The Board has authorized the issuance of up to 800,000,000 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 Registration Statement, no shares of the Company’s Class B Common Stock remain outstanding. References to our “Common Stock” throughout this report include our Class A Common Stock and Class B Common Stock, unless otherwise indicated or the context otherwise requires. In July 2020, in exchange for $ 3.0 30.0 10.0 0.20 0.18 2.4 In April 2021, the Company issued 27.0 15.0 12.0 0.24 1.1 In December 2021, the Company and DSSI entered into a Stock Purchase and Share Subscription Agreement pursuant to which DSSI invested $ 3.0 50.0 50.0 0.075 2.3 As discussed in Note 13 above, 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 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 50.0 million shares of its Common Stock Class A to DSS in connection with the exercise of such Stock Warrant. During the fiscal year ended March 31, 2021 10.0 5.5 2.3 During the fiscal year ended March 31, 2022, holders of 10,000 1.5 313.200 During the fiscal year ended March 31, 2021, the holders of 10.0 10.0 20.0 1.8 260,000 As of March 31, 2022, and 2021 , 288,923,969 160,100,769 no |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | NOTE 14 – 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 78,636 333,333 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 September 30, 2022, and 2021, the Company recognized a compensatory gain of $ 167,855 1,134,170 | NOTE 17 - 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 2 - “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 3.6 As discussed in Note 14, 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 agreed to invest $ 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 The following table summarizes the activity relating to the Company’s stock warrants held by Related Parties (all of which are fully vested) (See Note 15 above for more details): SCHEDULE OF WARRANT ACTIVITY Number of Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at April 30, 2020 333,333 $ 0.15 2.4 Granted 10,000,000 - Exercised - - Expired or forfeited - - 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 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 Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at April 30, 2020 22,000,000 $ 0.002 4.2 Granted 29,200,000 0.13 - Exercised (9,000,000 ) 0.0001 - Expired or forfeited (18,125,000 ) 0.0001 - 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 Less: unvested at March 31, 2022 5,625,000 $ 0.02 2.1 Vested at March 31, 2022 14,075,000 $ 0.04 2.8 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 1.5 one two years 0.01 0.25 1,507,200 2,066,600 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 Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at April 30, 2020 4,390,600 $ 0.04 2.5 Granted 4,013,000 0.01 - Exercised (2,339,000 ) 0.01 - Expired or forfeited (2,066,600 ) 0.25 - 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 Stock Warrants Held by Our Consultants From time to time, the Company has granted fully vested warrants to purchase shares of its 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 Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at April 30, 2020 160,000 $ 1.97 3.80 Granted - - - Exercised - - - Expired or forfeited (60,000 ) 0.25 - 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 The following table summarizes additional information relating to all stock warrants outstanding and warrants exercisable as of March 31, 2022: SUMMARY OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS All Warrants Outstanding All Warrants Exercisable Weighted Weighted Weighted Number of Contractual Exercise Number of Exercise 3,000,000 5.40 $ 0.0001 3,000,000 $ 0.0001 16,700,000 2.10 $ 0.04 11,075,000 $ 0.04 210,000,000 4.1 $ 0.18 210,000,000 $ 0.18 2,180,000 1.20 $ 0.02 2,180,000 $ 0.02 333,333 0.50 $ 0.15 333,333 $ 0.15 100,000 0.02 $ 3.00 100,000 $ 3.00 232,313,333 226,688,333 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 16 – COMMITMENTS AND CONTINGENCIES Legal Matters in General The Company has incurred several claims in the normal course of business. The Company believes such claims can be resolved without any material adverse effect on our consolidated financial position, results of operations, or cash flows. The Company maintains certain liability insurance. However, certain costs of defending lawsuits are not covered by or only partially covered by its insurance policies, including claims that are below insurance deductibles. Additionally, insurance carriers could refuse to cover certain claims, in whole or in part. The Company accrues costs to defend itself from litigation as they are incurred. The outcome of litigation is uncertain, and despite management’s view of the merits of any litigation, or the reasonableness of the Company’s estimates and reserves, the Company’s financial statements could nonetheless be materially affected by an adverse judgment. The Company believes it has adequately reserved for the contingencies arising from current legal matters where an outcome was deemed to be probable, and the loss amount could be reasonably estimated. No provision for legal matters was deemed necessary at September 30, 2022. Legal Proceedings The Company from time to time is involved in various claims and lawsuits incidental to the conduct of its business in the ordinary course. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, results of operations or cash flows. (a) Case No. 4:20-cv-00946; Dennis Burback, Ken Eddy and Mark Andersen v. Robert Oblon, Jordan Brock, Jeff Bollinger, Four Oceans Global, LLC, Four Oceans Holdings, Inc., Alchemist Holdings, LLC, Elepreneurs U.S., LLC, Elevacity U.S., LLC, Sharing Services Global Corporation, Custom Travel Holdings, Inc., and Does 1-5, (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, th (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., th (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., (e) Case No. 9:22-cv-00146; Travel Gig, LLC and Happitravel, LLC . Sharing Services Global Corporation, SHRG IP Holdings, LLC; Global Travel Destinations, LLC. (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, | NOTE 18 - COMMITMENTS AND CONTINGENCIES Contingencies 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 $ 2.0 715,596 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. (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, (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) Cause 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., th (g) 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., (h) 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, |
BUSINESS SEGMENT AND GEOGRAPHIC
BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION | 12 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION | NOTE 19 - BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION Business Segments As of March 31, 2022, and 2021, 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 other products and 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 2022 2021 Fiscal Year Ended March 31, 2022 2021 Net sales Health and wellness products $ 32,147,330 $ 64,046,966 Other 2,276,984 764,185 Total net sales $ 34,424,314 $ 64,811,151 Operating earnings (loss): Segment gross profit: Health and wellness products $ 22,059,788 $ 45,997,828 Other 1,562,655 548,829 Total segment gross profit 23,622,443 46,546,657 Selling and marketing expenses 17,239,655 29,740,974 General and administrative expenses 19,714,963 18,983,209 Consolidated operating loss $ (13,332,175 ) $ (2,177,526 ) Total Assets: Health and wellness $ 13,729,219 $ 22,772,217 Corporate 29,435,505 464,739 Consolidated total assets $ 43,164,724 $ 23,236,956 Payments for property and equipment: Health and wellness $ 208,952 $ 907,891 Corporate 9,123,016 6,445 Consolidated payments for property and equipment $ 9,331,967 $ 914,336 Depreciation and amortization expense: Health and wellness $ 94,459 $ 155,085 Corporate 560,808 8,163 Consolidated depreciation and amortization $ 655,267 $ 163,248 Geographic Area Information Our consolidated net sales, by geographic area, were as follows: SCHEDULE OF CONSOLIDATED NET SALES 2022 2021 Fiscal Year Ended March 31, Country 2022 2021 United States $ 29,803,258 $ 60,961,369 Canada 2,446,330 3,214,633 Republic of Korea 1,706,367 - Other 468,359 635,149 Total $ 34,424,314 $ 64,811,151 Our consolidated total assets, by geographic area, were as follows: SCHEDULE CONSOLIDATED TOTAL ASSETS 2022 2021 Fiscal Year Ended March 31, Country 2022 2021 United States $ 39.865.782 $ 20,941,018 Republic of Korea 2,663,149 1,200,214 Other 635,793 1,095,725 Total $ 43,164,724 $ 23,236,956 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 18 - SUBSEQUENT EVENTS In preparing these unaudited condensed consolidated financial statements, the Company has evaluated events and transactions subsequent to the balance sheet date of September 30, 2022, for potential recognition or disclosure through the date of this report. No other events require adjustment to or disclosure in the Company’s unaudited condensed consolidated financial statements. | NOTE 20 - SUBSEQUENT EVENTS Legal Proceedings Legal Proceedings - Other Matters Federal Income Tax Refund 300,000 Modification of Debt 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. Financing of Lindon, Utah Facility 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 Settlement With Former Officer 2.0 million in connection therewith. As of March 31, 2022, the settlement liability balance was $ 715,596 . In May 2022, the Company and certain of its subsidiaries, on the one hand, and 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 .40; 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 .40, derecognized its remaining liability under the Co-Founder’s Agreement, and recognized a recovery of $ 324,228 in connection with the previously recognized loss related to the Co-Founder’s Agreement. Reorganization of Korean Operations Funding Agreement With MojiLife 150,000 , under a revolving line of credit. Borrowings under the revolving line of credit bear interest at the annual rate of 8 % and cash advance granted are due and payable 180 days after each advance. Upon completion of the Funding Agreement, the Company advanced $ 40,000 to MojiLife. |
SUPPLEMENTARY FINANCIAL INFORMA
SUPPLEMENTARY FINANCIAL INFORMATION | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTARY FINANCIAL INFORMATION | NOTE 21 - SUPPLEMENTARY FINANCIAL INFORMATION 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. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 8 - OTHER ASSETS In July 2022, the Company acquired a multi-user license of a back-office platform for $ 1,000,000 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated interim financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted pursuant to the rules and regulations of the SEC, although we believe that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. Unless so stated, the disclosures in the accompanying condensed consolidated financial statements do not repeal the disclosures in our consolidated financial statements for year ended March 31, 2022. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. | 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 | Reclassifications Certain reclassifications have been made to the prior year’s data to conform with the current year’s presentation, primarily consisting of reclassification of the liability associated with uncertain tax positions of $ 904,643 | |
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. | Use of Estimates and Assumptions The preparation of financial statements in accordance with GAAP requires the use of judgment and requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures about contingent assets and liabilities, if any. Matters that require the use of estimates and assumptions include, among others: the recoverability of accounts 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, and the valuation of loss contingencies, if any. Actual results may differ from these estimates in amounts that may be material to our consolidated financial statements. We believe that the estimates and assumptions used in the preparation of our consolidated financial statements are reasonable. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include recent customer remittances deposited with our merchant processors at the balance sheet date, which generally settle within 24 to 72 hours. As of September 30, 2022, and March 31, 2022, cash and cash equivalents included cash held by our merchant processors of approximately $ 1.1 3.3 1.1 3.0 1.3 1.4 | Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include recent customer remittances deposited with our merchant processors at the balance sheet date, which generally settle within 24 to 72 hours. As of March 31, 2022, and 2021, cash and cash equivalents included cash held by our merchant processors of $ 3.3 6.2 3.0 4.9 1.4 1.6 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts As of March 31, 2022, and 2021, accounts receivable was $ 1.7 1.5 1.5 1.5 | |
Inventory | Inventory Inventory consists of finished goods and promotional materials and are stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method, or net realizable value. The Company periodically assesses its inventory levels when compared to current and anticipated sales levels. As of September 30, 2022, and March 31, 2022, the allowance for obsolete inventory was $ 433,714 108,055 | Inventory and Cost of Goods Sold Inventory consists of product held for sale in the 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 cost reflects direct product costs and certain shipping and handling costs, such as in-bound freight. When estimating the net realizable value of inventory, we consider several factors including estimates of future demand for the product, historical turn-over rates, the age and sales history of the inventory, and historic and anticipated changes in our product offerings. See Note 6 - “INVENTORIES” below for more information. Physical 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. During the fiscal year ended March 31, 2022, and 2021, the Company recognized a provision for inventory losses of $ 635,137 and $ 1.1 million, respectively, in connection with health and wellness products that were either damaged, expired, or slow-moving, based on the Company’s historical and anticipated sales. The Company reports its provisions for inventory losses 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 product to customers, are included in selling and marketing expenses in our consolidated statements of operations when incurred. |
Property and Equipment | 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 ● Furniture and fixtures - 3 ● Office equipment - 5 ● Computer Equipment - 3 ● Computer software - 3 ● 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 | Revenue Recognition As of September 30, 2022, and March 31, 2022, deferred sales associated with product invoiced but not received by customers was $ 159,021 344,071 73,748 70,968 61,824 63,890 94,097 68,287 During the three and six months ended September 30, 2022, no individual customer, or affiliated group of customers, represented 10% or more of the Company’s consolidated net sales, and approximately 62 39 23 38 During the three and six months ended September 30, 2021, no individual customer, or affiliated group of customers, represented 10% or more of the Company’s consolidated net sales, and approximately 68 34 34 32 During the six months ended September 30, 2022, approximately 63 38 25 37 During the six months ended September 30, 2021, approximately 69 32 37 31 During the six months ended September 30, 2022, and September 30, 2021, approximately 93 84 During the three months ended September 30, 2022, substantially all of the Company’s consolidated net sales were from health and wellness products (including approximately 7 20 9 64 22 16 During the six months ended September 30, 2022, substantially all of consolidated net sales were from health and wellness products (including approximately 70 20 10 During the six months ended September 30, 2021, approximately 99 42 28 14 15 During the three and six months ended September 30, 2022, over 93 55 45 | 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 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, 2022, and 2021, deferred revenue associated with product invoiced but not received by customers at the balance sheet date was $ 344,071 and $ 1.2 million, respectively; deferred revenue associated with unfulfilled performance obligations for services offered on a subscription basis was $ 70,968 and $ 153,216 , respectively; deferred sales revenue associated with unfulfilled performance obligations for customers’ right of return was $ 63,890 and $ 95,780 , respectively; and deferred sales revenue associated with customer loyalty points outstanding was $ 68,287 and $ 0 , respectively. Deferred sales revenue is expected to be recognized over one year. During the fiscal year ended March 31, 2022, and 2021, no individual customer, or related group of customers, represents 10% or more of our consolidated net sales. During the fiscal year ended March 31, 2022, approximately 66 32 34 34 71 43 28 29 During the fiscal year ended March 31, 2022, and 2021, approximately 87 94 During the fiscal year ended March 31, 2022, substantially all the Company’s net sales are from health and wellness products (including approximately 33 % from the sale of Nutraceutical products, approximately 32 % from the sale of coffee and other functional beverages, approximately 11 % from the sale of weight management products, and approximately 17 % from the sale of all other health and wellness products). During the fiscal year ended March 31, 2021, approximately 99 % of consolidated net sales are from our health and wellness products (including approximately 52 % from the sale of Nutraceutical products, approximately 17 % from the sale of coffee and coffee-related products, and approximately 30 % from the sale of all other health and wellness products). During the fiscal year ended March 31, 2022, and 2021, our ten top selling products represent approximately 50 % and 54 %, respectively, of our consolidated net sales. During the fiscal year ended March 31, 2022, and 2021, product purchases from one U.S.-based supplier accounted for approximately 64 % and 99 %, respectively, of total product purchases. In addition, during the fiscal year ended March 31, 2022, 33 % of total product purchases were from one third-party supplier located in South Korea. |
Sales Commissions | Sales Commissions The Company recognizes sales commission expense, when incurred, in accordance with GAAP. During the three months ended September 30, 2022, and 2021, sales commission expense, which is included in selling and marketing expenses in our consolidated statements of operations and comprehensive loss, was $ 1.5 4.9 3.9 9.9 | Sales Commissions The Company recognizes sales commission expense when incurred. In the fiscal year ended March 31, 2022, and 2021, sales commission expense was approximately $ 16.3 29.4 |
Share-Based Payments | 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 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, 2022, income recognized in connection with stock-based compensation awards was $ 2.3 186,264 2.5 3.0 3.6 530,335 | |
Lease Accounting | 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 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. 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. The Company leases space for its corporate headquarters, warehouse space, automobiles, and office and other equipment, under lease agreements classified as operating leases. See Note 13 - “LEASES” below for more information about the Company’s lease obligations. | |
Foreign Currency Translation | Foreign Currency Translation As part of our strategic growth plan initiatives, we have expanded our 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. Individual material transactions, if any, are translated using the actual rate of exchange on the transaction date. The resulting translation adjustments are reported in accumulated other comprehensive loss in our condensed consolidated balance sheets. SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION South Korean Exchange rate as of September 30, 2022 1,435.44 South Korean Won per USD Three Months ended Six Months Ended Average exchange rate as of September 30, 2022 1,340.47 1,300.50 | Foreign Currency During the fiscal year ended March 31, 2022, and 2021, approximately 87 % and 94 %, respectively, of our consolidated net sales are denominated in U.S. Dollars. During the fiscal year ended March 31, 2022, and 2021, sales denominated in no other currency accounted for 10% or more of net sales. 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 June 2021, the Company expanded its geographical footprint, and through its wholly owned subsidiary, 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: SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION South Korean Won per USD Exchange rate as of March 31, 2022 1,212.99 Average exchange rate for the fiscal year ended March 31, 2022 1,167.39 |
Income Taxes | Income Taxes The Company uses the asset and liability method and follows ASC Topic 740 - Income Taxes 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 14 - “INCOME TAXES” for more information about the Company’s accounting for income taxes. | |
Investments | Investments 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 50 20 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 | 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 Loss | Comprehensive Loss For the three and six months ended September 30, 2022, and 2021, the Company’s comprehensive loss was comprised of currency translation adjustments and net loss. | 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 | Segment Reporting The Company follows ASC Topic 280, Segment Reporting | |
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 Standard - Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 | 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 |
Notes Receivable | Notes Receivable On August 29, 2022, the Company and 1044Pro LLC (“1044”) entered in an agreement to modify the Revolving Promissory Note dated January 22, 2022. In accordance with the amendment, the Company agreed to lend $ 125,000 20 At September 30, 2022 and March 31, 2022, notes receivable were $ 951,262 601,520 709,320 601,520 | |
Investment in Marketable Securities | Investment in Marketable Securities The Company has invested in a marketable security that can easily be bought, sold, or traded on public exchanges. The investment is carried at fair market. Unrealized gains and losses have been recorded to operating income. At September 30, 2022, the investment was valued at approximately $ 6.5 | |
Other Assets | Other Assets Other assets include a multi-user license and code of a back-office platform that was acquired for $ 1,000,000 Capitalization on Internal-Use Software Costs | |
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 1.0 1.0 On June 15, 2022, Linden Real Estate Holdings, LLC, a wholly owned subsidiary of the Company, American Pacific Bancorp, Inc. (“APB”), and the Company entered into a Loan Agreement pursuant to which APB loaned the Company approximately $ 5.7 8 5,522,829 43,897 131,691 On August 11, 2022, the Company executed a revolving credit promissory note with APB (“the APB Revolving Note”) pursuant to which the Company has access to advances with a maximum principal balance not to exceed the principal sum of $ 10 600,000 8 6.0 60,667 |
ORGANIZATION AND BUSINESS (Tabl
ORGANIZATION AND BUSINESS (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF UNAUDITED PRO-FORMA INFORMATION | SUMMARY OF UNAUDITED PRO-FORMA INFORMATION 12 Months Ended March 31, 2022 2021 Net sales $ 34,424,314 $ 74,664,436 Gross profit $ 23,622,443 $ 53,630,538 Loss from continuing operations $ (20,142,487 ) $ (1,988,501 ) Loss before income taxes $ (20,142,487 ) $ (1,988,501 ) Income tax benefit (3,035,990 ) (1,782,278 ) Net loss $ (17,106,497 ) $ (206,223 ) Basic and diluted loss per share $ (0.08 ) $ (0.00 ) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION | SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION South Korean Exchange rate as of September 30, 2022 1,435.44 South Korean Won per USD Three Months ended Six Months Ended Average exchange rate as of September 30, 2022 1,340.47 1,300.50 | SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION South Korean Won per USD Exchange rate as of March 31, 2022 1,212.99 Average exchange rate for the fiscal year ended March 31, 2022 1,167.39 |
FAIR VALUE MEASUREMENTS OF FI_2
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES | Consistent with the valuation hierarchy contained in ASC Topic 820, we categorized certain of our financial assets and liabilities as follows: SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES September 30, 2022 Total Level 1 Level 2 Level 3 Assets Investment in unconsolidated entities, net $ 1,370,242 $ - - 1,370,242 Investment in marketable securities 6,506,547 6,506,547 - - Total assets $ 7,876,789 $ 6,506,547 $ - $ 1,370,242 Liabilities Convertible notes payable $ 17,918,182 $ - $ 17,918,182 $ - Total liabilities $ 17,918,182 $ - $ 17,918,182 $ - March 31, 2022 Total Level 1 Level 2 Level 3 Assets Investment in unconsolidated entities, net $ 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 | Consistent with the valuation hierarchy contained in ASC 820, we categorized certain of our financial assets and liabilities as follows: SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES 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 As of 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 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Loss per share: | ||
SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED LOSS PER SHARE | The following table sets forth the computations of basic and diluted loss per share: SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED LOSS PER SHARE Three Months Ended Six Months Ended September 30, September 30, September 30, September 30, Net loss, as reported $ (18,385,903 ) $ (2,714,765 ) $(19,738,913 ) $ (6,262,772 After tax interest adjustment - - - - Net loss, if-converted basis $ (18,385,903 ) $ (2,714,765 ) $ (19,738,913 ) $ (6,262,772 ) Weighted average basic shares 262,832,833 187,567,291 270,531,857 186,009,840 Dilutive securities and instruments: Convertible preferred stock - - - - Convertible notes - - - - Stock options and warrants - - - - Weighted average diluted shares 262,832,833 187,567,291 270,531,857 186,009,840 Loss per share: Basic $ (0.07 ) $ (0.01 ) $ (0.07 ) $ (0.03 ) Diluted $ (0.07 ) $ (0.01 ) $ (0.07 ) $ (0.03 ) | The following table sets forth the computations of basic and diluted earnings (loss) per share for the periods indicated: SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE Fiscal Year Ended March 31, 2022 2021 Net loss $ (17,106,497 ) $ (1,235,021 ) Weighted average basic and diluted shares 206,211,711 172,046,517 Earnings (loss) per share: Basic and diluted $ (0.08 ) $ (0.01 ) |
SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING | The following potentially dilutive securities and instruments were outstanding as of September 30, 2022, and September 30, 2021, but excluded from the table above: SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING September 30, September 30, Convertible preferred stock 6,320,000 8,289,781 Convertible notes payable 246,123,029 156,381,169 Stock warrants 23,246,817 128,743,903 Total potential incremental shares 275,689,846 293,414,853 | 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: SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING As of March 31, 2022 2021 Convertible notes payable 158,403,141 10,406,100 Stock warrants 68,475,290 34,128,212 Convertible Preferred Stock 7,307,589 20,879,530 Total potential incremental shares 234,186,020 65,413,842 |
NOTES RECEIVABLE, NET (Tables)
NOTES RECEIVABLE, NET (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Financing Receivable, after Allowance for Credit Loss [Abstract] | |
SCHEDULE OF NOTES RECEIVABLE | Notes receivable consist of the following: SCHEDULE OF NOTES RECEIVABLE 2022 2021 As of March 31, 2022 2021 1044PRO, LLC $ 436,520 $ 189,199 MojiLife, LLC 150,000 - Other 15,000 20,000 Total 601,520 209,199 Allowance for obsolescence (601,520 ) (114,599 ) Total Notes Receivable $ - $ 94,600 |
SCHEDULE OF ALLOWANCE FOR IMPAIRMENT LOSSES | The following table reflects the activity in the allowance for impairment losses for the periods presented: SCHEDULE OF ALLOWANCE FOR IMPAIRMENT LOSSES 2022 2021 Fiscal Year Ended March 31, 2022 2021 Balance at beginning of fiscal year $ 114,599 $ - Provision for estimated impairment losses 491,921 114,599 Write-offs and recoveries (5,000 ) - Balance at end of fiscal year $ 601,520 $ 114,599 |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY September 30, March 31, Finished Goods $ 3,957,950 $ 4,482,291 Allowance for inventory obsolescence (433,714 ) (108,055 ) Inventory, net $ 3,524,236 $ 4,374,236 | Inventory consists of the following: SCHEDULE OF INVENTORY 2022 2021 As of March 31, 2022 2021 Finished Goods $ 4,482,291 $ 2,556,368 Allowance for obsolescence (108,055 ) (85,058 ) Inventory, net $ 4,374,236 $ 2,471,310 |
SCHEDULE OF ALLOWANCE FOR INVENTORY OBSOLESCENCE | The following table reflects the activity in the allowance for inventory obsolescence for the periods presented: SCHEDULE OF ALLOWANCE FOR INVENTORY OBSOLESCENCE 2022 2021 Fiscal Year Ended March 31, 2022 2021 Balance at beginning of fiscal year $ 85,058 $ - Provision for estimated obsolescence 635,137 1,095,068 Write-offs and recoveries (612,140 ) (1,010,010 ) Balance at end of fiscal year $ 108,055 $ 85,058 |
OTHER CURRENT ASSETS, NET (Tabl
OTHER CURRENT ASSETS, NET (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
SCHEDULE OF OTHER CURRENT ASSETS | Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS September 30, March 31, Prepaid consulting fees, related party $ 1,139,999 $ 2,867,123 Inventory-related deposits 253,884 384,477 Prepaid insurance and other operational expenses 287,553 201,275 Deposits for sales events - 222,540 Right to recover asset 13,946 15,632 Subtotal 1,695,382 3,691,047 Less: allowance for losses (175,641 ) (179,765 ) Other current assets $ 1,519,741 $ 3,511,282 | Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS 2022 2021 As of March 31, 2022 2021 Prepaid consulting fees $ 2,867,123 $ - Inventory-related deposits 384,477 1,845,722 Employee advances - 320,631 Prepaid insurance and other operational expenses 201,275 210,665 Deposits for sales events 222,540 - Right to recover asset 15,632 26,616 Subtotal 3,691,047 2,403,634 Less: allowance for losses (179,765 ) - Other current assets $ 3,511,282 $ 2,403,634 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
SUMMARY OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SUMMARY OF PROPERTY AND EQUIPMENT September 30, March 31, Building and building improvements $ 8,976,878 $ 8,976,878 Computer software 1,020,396 875,925 Furniture and fixtures 237,046 237,045 Computer equipment 223,424 223,424 Leasehold improvements and other 351,878 263,208 Total property and equipment 10,809,622 10,576,480 Impairment of property and equipment - (100,165 Accumulated depreciation and amortization (1,255,045 ) (891,174 ) Property and equipment, net $ 9,554,577 $ 9,585,141 | Property and equipment consist of the following: SUMMARY OF PROPERTY AND EQUIPMENT 2022 2021 As of March 31, 2022 2021 Building and building improvements $ 8,976,878 $ - Computer software 875,925 734,510 Furniture and fixtures 237,045 230,685 Computer equipment 223,424 197,419 Leasehold improvements and other 263,208 106,877 Total property and equipment 10,576,480 1,269,491 Impairment of property and equipment (100,165 ) - Accumulated depreciation and amortization (891,174 ) (381,541 ) Property and equipment, net $ 9,585,141 $ 887,950 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED ENTITIES, NET (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Investment In Unconsolidated Entities Net | ||
SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES | Investment in unconsolidated entities and securities consists of the following: SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES September 30, March 31, Investment in detachable GNTW stock warrant $ 966,000 $ 3,570,000 Investment in GNTW common stock 106,379 393,141 Investment in Stemtech convertible note 297,863 1,100,799 Investment in MojiLife, LLC 1,537,000 1,537,000 Subtotal 2,907,242 6,600,940 Less, allowance for impairment losses (1,537,000 ) (1,537,000 Investments $ 1,370,242 $ 5,063,940 | Investment in unconsolidated entities consists of the following: SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES 2022 2021 As of March 31, 2022 2021 Investment in detachable GNTW stock warrant $ 3,570,000 $ - Investment in GNTW common stock 393,141 - Investment in Stemtech convertible note 1,100,799 - Investment in MojiLife, LLC 1,537,000 - Subtotal 6,600,940 - Less, allowance for impairment losses (1,537,000 ) - Investments $ 5,063,940 $ - |
SCHEDULE OF ALLOWANCE FOR IMPAIRMENT LOSSES IN INVESTMENTS | The following table reflects the activity in the allowance for impairment losses for the periods presented: SCHEDULE OF ALLOWANCE FOR IMPAIRMENT LOSSES IN INVESTMENTS September 30, March 31, Balance at beginning of period $ 1,537,000 $ - Provision for estimated impairment losses - 1,537,000 Balance at end of period $ 1,537,000 $ 1,537,000 | The following table reflects the activity in the allowance for impairment losses for the periods presented: SCHEDULE OF ALLOWANCE FOR IMPAIRMENT LOSSES IN INVESTMENTS 2022 2021 Fiscal Year Ended March 31, 2022 2021 Balance at beginning of fiscal year $ - $ - Provision for estimated impairment losses 1,537,000 - Balance at end of fiscal year $ 1,537,000 $ - |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Payables and Accruals [Abstract] | ||
SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES | Accrued and other current liabilities consist of the following: SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES September 30, March 31, Deferred sales $ 388,691 $ 547,217 Liability associated with uncertain tax positions 925,794 921,987 Payroll and employee benefits 427,473 478,360 Settlement liability, current portion - 341,919 Lease liability, current portion 70,789 134,578 Due to related parties 699 125,532 Other operational accruals 1,550,862 530,189 Accrued and other current liabilities $ 3,364,308 $ 3,079,782 | Accrued and other current liabilities consist of the following: SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES 2022 2021 As of March 31, 2022 2021 Deferred sales revenues $ 547,217 $ 1,449,359 Liability associated with uncertain tax positions 921,987 904,643 Accrued severance expense - 700,000 Payroll and employee benefits 478,360 523,454 Settlement liability, current portion 341,919 376,921 Lease liability, current portion 134,578 373,398 Other operational accruals 655,721 499,639 Accrued and other current liabilities $ 3,079,782 $ 4,827,414 |
CONVERTIBLE NOTES PAYABLE, RE_2
CONVERTIBLE NOTES PAYABLE, RELATED PARTIES (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 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 September 30, March 31, April 2021 April 2024 8 % $ 0.20 $ - $ 30,000,000 October 2017 October 2022 12 % $ 0.15 - 50,000 September 2022 September 2024 8 % $ 0.03 27,000,000 - Total convertible notes payable 27,000,000 30,050,000 Less: unamortized debt discount and deferred financing costs 17,396,771 20,151,230 9,603,229 9,898,770 Less: current portion of convertible notes payable 9,603,229 9,898,770 Long-term convertible notes payable $ - $ - | 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) 2022 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 Total convertible notes payable 30,050,000 150,000 Less: unamortized debt discount and deferred financing costs 20,151,230 15,607 Subtotal 9,898,770 134,393 Less: current portion of convertible notes payable 9,898,770 99,631 Long-term convertible notes payable $ - $ 34,762 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Leases | ||
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES | The following information pertains to the Company’s leases as of the balance sheet dates indicated: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES Assets Classification September 30, March 31, Operating leases Right-of-use assets, net $ 473,993 $ 593,389 Total lease assets $ 473,993 $ 593,389 Liabilities Operating leases Accrued and other current liabilities $ 70,789 $ 134,578 Operating leases Lease liability, long-term 413,587 461,515 Total lease liabilities $ 484,376 $ 596,093 | 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 2022 2021 As of March 31, Assets Classification 2022 2021 Operating leases Right-of-use assets, net $ 593,389 $ 428,075 Total lease assets $ 593,389 $ 428,075 Liabilities Operating leases Accrued and other current liabilities $ 134,578 $ 373,398 Operating leases Lease liability, long-term 461,515 77,810 Total lease liabilities $ 596,093 $ 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 2022 2021 Operating lease cost General and administrative expenses $ 21,831 $ 305,680 Operating lease cost Depreciation and amortization - - Operating lease cost Interest expense, net - - Total lease cost $ 21,831 $ 305,680 | Expense pertaining to the Company’s leases for the periods indicated is as follows: SCHEDULE OF OPERATING LEASE COSTS Fiscal Year Ended March 31, Lease cost Classification 2022 2021 Operating lease cost General and administrative expenses $ 585,015 $ 495,272 Operating lease cost Depreciation and amortization - - Operating lease cost Interest expense, net - - Total lease cost $ 585,015 $ 495,272 |
SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE | The Company’s lease liabilities are payable as follows: SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE Twelve months ending September 30, Amount 2023 $ 72,962 2024 99,367 2025 102,147 2026 104,926 2027 107,706 Thereafter 252,241 Total remaining payments 739,349 Less imputed interest 254,973 Total lease liability $ 484,376 | The Company’s lease liabilities are payable as follows: SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE Twelve months ending March 31, Amount 2023 $ 154,310 2024 96,944 2025 99,458 2026 102,231 2027 105,048 Thereafter 258,025 Total remaining payments 816,016 Less imputed interest 219,923 Total lease liability $ 596,093 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
SCHEDULE OF PROVISION FOR INCOME TAXES | Our consolidated provision for (benefit from) income taxes is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES Fiscal Year Ended March 31, 2022 2021 Current: Federal $ (2,098,199 ) $ (326,121 ) State and local 100,568 268,474 Foreign - - Total current (1,997,631 ) (57,647 ) Deferred: Federal (1,038,359 ) (536,862 ) State and local - - Foreign - - Total deferred (1,038,359 ) (536,862 ) Total consolidated income tax benefit $ (3,035,990 ) $ (594,509 ) | |
SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE | Our consolidated effective income tax rate reconciliation is as follows: SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE Six Months Ended 2022 2021 Federal statutory rate 21.0 % 21.0 % State and local income taxes (0.2 ) (0.7 ) Valuation allowance for NOL carry-forwards (15.6 ) (51.1 ) Stock warrant transactions and other items (0.2 ) 4.1 Effective income tax rate 5.2 % (26.7 )% | Our consolidated effective income tax rate reconciliation is as follows: SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE Fiscal Year Ended March 31, 2022 2021 Federal statutory rate 21.0 % 21.0 % State and local income taxes (0.5 ) (11.6 ) Prior period adjustments - 45.6 Change in valuation allowance for NOL carry-forwards (6.7 ) (5.3 ) Effect of change in uncertain tax positions - (49.4 ) Stock warrant transactions and other items 1.3 32.2 Effective income tax rate 15.1 % 32.5 % |
SCHEDULE OF DEFERRED TAX ASSET LIABILITY | Our deferred tax asset (liability) is as follows: SCHEDULE OF DEFERRED TAX ASSET LIABILITY As of March 31, Deferred tax assets: 2022 2021 Share-based compensation $ 972,043 $ 873,970 Accruals and reserves not currently deductible 649,113 247,348 Impairment of investments and inventory 660,904 674,112 Other 141,349 87,093 Total deferred tax assets 2,423,409 1,882,523 Less: valuation allowance (2,342,204 ) - Total deferred tax assets, net of valuation allowance 81,205 1,882,523 Deferred tax liability: Other - 9,353 Total deferred tax liability - 9,353 Total consolidated deferred tax (liability) assets, net $ 81,205 $ 1,873,170 | |
SCHEDULE OF UNRECOGNIZED TAX BENEFITS | A reconciliation of the Company’s unrecognized tax benefits for the years indicated is as follows: SCHEDULE OF UNRECOGNIZED TAX BENEFITS Fiscal Year Ended March 31, 2022 2021 Balance at beginning of fiscal year $ 904,643 $ - Additions for tax positions related to the current year 17,334 - Additions for tax positions of prior years - 904,643 Reductions of tax positions of prior years - - Settlements - - Balance at end of fiscal year $ 921,977 $ 904,643 | |
SCHEDULE OF INCOME TAX RETURNS SUBJECT TO EXAMINATION | 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, 2022, the Company’s income tax returns for the following tax years remained subject to examination: SCHEDULE OF INCOME TAX RETURNS SUBJECT TO EXAMINATION Tax Jurisdiction Open Years United States 2016 2021 Republic of Korea 2021 Other Countries N/A | |
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 2022 2021 United States 21 % 21 % Republic of Korea 21 % 22 % Effective Income Tax Rate 21 % 22 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes the activity relating to the Company’s stock warrants held by Related Parties (all of which are fully vested) (See Note 15 above for more details): SCHEDULE OF WARRANT ACTIVITY Number of Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at April 30, 2020 333,333 $ 0.15 2.4 Granted 10,000,000 - Exercised - - Expired or forfeited - - 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 |
SUMMARY OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes additional information relating to all stock warrants outstanding and warrants exercisable as of March 31, 2022: SUMMARY OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS All Warrants Outstanding All Warrants Exercisable Weighted Weighted Weighted Number of Contractual Exercise Number of Exercise 3,000,000 5.40 $ 0.0001 3,000,000 $ 0.0001 16,700,000 2.10 $ 0.04 11,075,000 $ 0.04 210,000,000 4.1 $ 0.18 210,000,000 $ 0.18 2,180,000 1.20 $ 0.02 2,180,000 $ 0.02 333,333 0.50 $ 0.15 333,333 $ 0.15 100,000 0.02 $ 3.00 100,000 $ 3.00 232,313,333 226,688,333 |
Directors Officers And Employees [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF WARRANT ACTIVITY | 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 Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at April 30, 2020 22,000,000 $ 0.002 4.2 Granted 29,200,000 0.13 - Exercised (9,000,000 ) 0.0001 - Expired or forfeited (18,125,000 ) 0.0001 - 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 Less: unvested at March 31, 2022 5,625,000 $ 0.02 2.1 Vested at March 31, 2022 14,075,000 $ 0.04 2.8 |
Members Of Independent Sales Force [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF WARRANT ACTIVITY | 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 Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at April 30, 2020 4,390,600 $ 0.04 2.5 Granted 4,013,000 0.01 - Exercised (2,339,000 ) 0.01 - Expired or forfeited (2,066,600 ) 0.25 - 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 |
Consultants [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF WARRANT ACTIVITY | SCHEDULE OF WARRANT ACTIVITY Number of Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at April 30, 2020 160,000 $ 1.97 3.80 Granted - - - Exercised - - - Expired or forfeited (60,000 ) 0.25 - 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 |
BUSINESS SEGMENT AND GEOGRAPH_2
BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT INFORMATION | The Company’s segment information is as follows: SCHEDULE OF SEGMENT INFORMATION 2022 2021 Fiscal Year Ended March 31, 2022 2021 Net sales Health and wellness products $ 32,147,330 $ 64,046,966 Other 2,276,984 764,185 Total net sales $ 34,424,314 $ 64,811,151 Operating earnings (loss): Segment gross profit: Health and wellness products $ 22,059,788 $ 45,997,828 Other 1,562,655 548,829 Total segment gross profit 23,622,443 46,546,657 Selling and marketing expenses 17,239,655 29,740,974 General and administrative expenses 19,714,963 18,983,209 Consolidated operating loss $ (13,332,175 ) $ (2,177,526 ) Total Assets: Health and wellness $ 13,729,219 $ 22,772,217 Corporate 29,435,505 464,739 Consolidated total assets $ 43,164,724 $ 23,236,956 Payments for property and equipment: Health and wellness $ 208,952 $ 907,891 Corporate 9,123,016 6,445 Consolidated payments for property and equipment $ 9,331,967 $ 914,336 Depreciation and amortization expense: Health and wellness $ 94,459 $ 155,085 Corporate 560,808 8,163 Consolidated depreciation and amortization $ 655,267 $ 163,248 |
SCHEDULE OF CONSOLIDATED NET SALES | Our consolidated net sales, by geographic area, were as follows: SCHEDULE OF CONSOLIDATED NET SALES 2022 2021 Fiscal Year Ended March 31, Country 2022 2021 United States $ 29,803,258 $ 60,961,369 Canada 2,446,330 3,214,633 Republic of Korea 1,706,367 - Other 468,359 635,149 Total $ 34,424,314 $ 64,811,151 |
SCHEDULE CONSOLIDATED TOTAL ASSETS | Our consolidated total assets, by geographic area, were as follows: SCHEDULE CONSOLIDATED TOTAL ASSETS 2022 2021 Fiscal Year Ended March 31, Country 2022 2021 United States $ 39.865.782 $ 20,941,018 Republic of Korea 2,663,149 1,200,214 Other 635,793 1,095,725 Total $ 43,164,724 $ 23,236,956 |
SUMMARY OF UNAUDITED PRO-FORMA
SUMMARY OF UNAUDITED PRO-FORMA INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Net sales | $ 4,188,152 | $ 9,873,300 | $ 9,491,770 | $ 21,084,827 | $ 34,424,314 | $ 64,811,151 |
Gross profit | 2,428,376 | 6,948,861 | 6,074,966 | 14,806,577 | 23,622,443 | 46,546,657 |
Loss before income taxes | (18,939,978) | (3,968,899) | (20,632,845) | (6,769,017) | (20,142,487) | (1,829,530) |
Income tax benefit | (554,075) | (1,254,134) | (893,932) | (506,245) | (3,035,990) | (594,509) |
Net loss | $ (18,385,903) | $ (2,714,765) | $ (19,738,913) | $ (6,262,772) | $ (17,106,497) | $ (1,235,021) |
Basic and diluted loss per share | $ (0.07) | $ (0.01) | $ (0.07) | $ (0.03) | $ (0.08) | $ (0.01) |
Pro Forma [Member] | ||||||
Net sales | $ 34,424,314 | $ 74,664,436 | ||||
Gross profit | 23,622,443 | 53,630,538 | ||||
Loss from continuing operations | (20,142,487) | (1,988,501) | ||||
Loss before income taxes | (20,142,487) | (1,988,501) | ||||
Income tax benefit | (3,035,990) | (1,782,278) | ||||
Net loss | $ (17,106,497) | $ (206,223) | ||||
Basic and diluted loss per share | $ (0.08) | $ 0 |
SCHEDULE OF FOREIGN EXCHANGE CU
SCHEDULE OF FOREIGN EXCHANGE CURRENCY TRANSLATION (Details) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | |
Exchange Rate [Member] | South Korean [Member] | |||
Exchange rate | 1,435.44 | 1,435.44 | |
Average Exchange Rate [Member] | South Korean [Member] | |||
Exchange rate | 1,340.47 | 1,300.50 | |
Korea (South), Won | |||
Exchange rate | 1,212.99 | ||
Average exchange rate | 1,167.39 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Aug. 29, 2022 | Jun. 15, 2022 | May 25, 2021 | May 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Oct. 02, 2022 | Aug. 11, 2022 | Jul. 31, 2022 | Apr. 01, 2022 | Apr. 01, 2021 | Feb. 29, 2020 | |
Product Information [Line Items] | ||||||||||||||||
Uncertain tax positions | $ 921,977 | $ 904,643 | $ 921,977 | $ 904,643 | ||||||||||||
Credit card receivables | $ 1,100,000 | $ 1,100,000 | 3,300,000 | 6,200,000 | ||||||||||||
Cash equivalents held in bank accounts | 1,300,000 | 1,300,000 | 1,400,000 | 1,600,000 | ||||||||||||
Accounts receivable due | 1,757,494 | 1,757,494 | 1,682,958 | 1,514,359 | ||||||||||||
Inventory Write-down | 635,137 | 1,095,068 | ||||||||||||||
Deferred revenue | 159,021 | 159,021 | 344,071 | 1,200,000 | ||||||||||||
Sales commission expense | 1,500,000 | $ 4,900,000 | 3,900,000 | $ 9,900,000 | 16,300,000 | 29,400,000 | ||||||||||
Compensation awards | 2,300,000 | 3,000,000 | ||||||||||||||
Compensatory expense | 186,264 | 3,600,000 | ||||||||||||||
Stock based compensation fully vested | 2,500,000 | 530,335 | ||||||||||||||
Payments to acquire notes receivable | 241,942 | 579,790 | 204,879 | |||||||||||||
Notes receivable | 951,262 | 951,262 | 601,520 | 209,199 | ||||||||||||
Impairment losses | 709,320 | 601,520 | ||||||||||||||
Investment in securities | 6,500,000 | 6,500,000 | ||||||||||||||
Inventory | 433,714 | 108,055 | ||||||||||||||
Other Asset | $ 1,000,000 | |||||||||||||||
Proceeds from loans | $ 1,000,000 | |||||||||||||||
Loan payable | 6,000,000 | 6,000,000 | 1,000,000 | |||||||||||||
Gains losses on extinguishment of debt | $ 1,000,000 | 350,320 | $ 1,040,400 | $ 1,040,400 | ||||||||||||
Annual rate | 8% | |||||||||||||||
Debt Principal and interest amount | 131,691 | |||||||||||||||
Debt instrument, face amount | $ 10,000,000 | |||||||||||||||
Debt instrument fee amount | $ 600,000 | |||||||||||||||
Accrued interest | $ 648,000 | 648,000 | $ 8,922 | $ 60,667 | ||||||||||||
Linden Real Estate Holdings LLC [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Proceeds from loans | $ 5,522,829 | |||||||||||||||
Loan payable | $ 5,700,000 | |||||||||||||||
Annual rate | 8% | |||||||||||||||
American Pacific Bancorp Inc [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Proceeds from loans | $ 5,522,829 | |||||||||||||||
Loan payable | 5,700,000 | |||||||||||||||
Debt instrument principal and interest | $ 43,897 | $ 43,897 | ||||||||||||||
Revolving Promissory Note Agreement [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Payments to acquire notes receivable | $ 125,000 | |||||||||||||||
Investment [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Membership interest rate | 20% | |||||||||||||||
Investment [Member] | Minimum [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Membership interest rate | 20% | |||||||||||||||
Investment [Member] | Maximum [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Membership interest rate | 50% | |||||||||||||||
One Thousand Forty Four Pro LLC [Member] | Revolving Promissory Note Agreement [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Membership interest rate | 20% | |||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Nutraceutical Products [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 20% | 22% | 70% | 42% | 33% | 52% | ||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Coffee and Coffee Related Products [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 32% | 17% | ||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Weight Management Products [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 10% | 14% | 11% | |||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Other Health And Wellness Products [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 17% | |||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Health and Wellness Products [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 99% | |||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Health And Wellness [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 30% | |||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Coffee and Other Functional Beverages [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 7% | 64% | 20% | 28% | ||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Weight Management Related Products [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 9% | |||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customers [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 62% | 68% | 63% | 69% | 66% | 71% | ||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Recurring Customers [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 39% | 34% | 38% | 32% | 32% | 43% | ||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | New Customer [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 34% | |||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Independent Distributors [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 38% | 32% | 37% | 31% | 34% | 29% | ||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | New Customers [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 23% | 34% | 25% | 37% | 28% | |||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customers and Independent Distributors [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 93% | 84% | 87% | 94% | ||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 50% | 54% | ||||||||||||||
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Health and Wellness Products [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 99% | |||||||||||||||
Revenue Benchmark [Member] | Weight Management Products [Member] | Health And Wellness [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 15% | |||||||||||||||
Revenue Benchmark [Member] | Weight Management Products [Member] | Weight Management Related Products [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 16% | |||||||||||||||
Revenue Benchmark [Member] | Consolidated Product Purchases [Member] | Nutraceutical Products [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 93% | 55% | 93% | 55% | ||||||||||||
Purchases [Member] | Supplier Concentration Risk [Member] | Third Party [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 64% | 99% | ||||||||||||||
Purchases [Member] | Supplier Concentration Risk [Member] | Third Party [Member] | South Korean [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 33% | |||||||||||||||
Purchases [Member] | Supplier Concentration Risk [Member] | Third Party [Member] | Korean [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Concentration risk, percentage | 45% | 45% | ||||||||||||||
Services Offered on Subscription Basis [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Deferred revenue | $ 73,748 | $ 73,748 | $ 70,968 | $ 153,216 | ||||||||||||
Customers Right of Return [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Deferred revenue | 61,824 | 61,824 | 63,890 | 95,780 | ||||||||||||
Customer Loyalty Points [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Deferred revenue | 94,097 | 94,097 | $ 68,287 | 0 | ||||||||||||
Building Improvements [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Property, Plant and Equipment, Useful Life | 39 years | |||||||||||||||
Furniture and Fixtures [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||||||||
Office Equipment [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||||||||||
Computer Equipment [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||||||||
Software Development [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||||||||
Leasehold Improvements [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Property plant and equipment useful life | shorter of the remaining lease term or estimated useful live of the asset | |||||||||||||||
One Merchant Processor [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Credit card receivables | $ 1,100,000 | $ 1,100,000 | $ 3,000,000 | 4,900,000 | ||||||||||||
Accounts receivable due | $ 1,500,000 | $ 1,500,000 |
SCHEDULE OF VALUATION HIERARCHY
SCHEDULE OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in unconsolidated entities, net | $ 1,370,242 | $ 5,063,940 | |
Total assets | 7,876,789 | 5,063,940 | 94,600 |
Convertible notes payable | 17,918,182 | 5,840,000 | 134,393 |
Total liabilities | 17,918,182 | 5,840,000 | 1,174,793 |
Notes receivable | 94,600 | ||
Notes Payable | 1,040,400 | ||
Assets | |||
Investment in marketable securities | 6,506,547 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in unconsolidated entities, net | 1,370,242 | 5,063,940 | |
Total assets | 1,370,242 | 5,063,940 | 94,600 |
Convertible notes payable | 50,000 | 134,393 | |
Total liabilities | 50,000 | 1,174,793 | |
Notes receivable | 94,600 | ||
Notes Payable | 1,040,400 | ||
Assets | |||
Investment in marketable securities | |||
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in unconsolidated entities, net | |||
Total assets | 6,506,547 | ||
Convertible notes payable | |||
Total liabilities | |||
Notes receivable | |||
Notes Payable | |||
Assets | |||
Investment in marketable securities | 6,506,547 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in unconsolidated entities, net | |||
Total assets | |||
Convertible notes payable | 17,918,182 | 5,790,000 | |
Total liabilities | 17,918,182 | $ 5,790,000 | |
Notes receivable | |||
Notes Payable | |||
Assets | |||
Investment in marketable securities |
FAIR VALUE MEASUREMENTS OF FI_3
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||
Deferred Costs, Current | $ 2,014,599 | |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Securities, Available-for-Sale, Amortized Cost | 30,100,000 | $ 150,000 |
Deferred Costs, Current | $ 20,200,000 | |
Debt Instrument, Unamortized Discount | $ 15,607 |
SCHEDULE OF COMPUTATIONS OF BAS
SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Loss per share: | ||||||
Net loss | $ (18,385,903) | $ (2,714,765) | $ (19,738,913) | $ (6,262,772) | $ (17,106,497) | $ (1,235,021) |
Weighted average basic and diluted shares | 262,832,833 | 187,567,291 | 270,531,857 | 186,009,840 | 206,211,711 | 172,046,517 |
Earnings (loss) per share: | ||||||
Basic and diluted | $ (0.07) | $ (0.01) | $ (0.07) | $ (0.03) | $ (0.08) | $ (0.01) |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potential incremental shares | 275,689,846 | 293,414,853 | 234,186,020 | 65,413,842 |
Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potential incremental shares | 246,123,029 | 156,381,169 | 158,403,141 | 10,406,100 |
Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potential incremental shares | 23,246,817 | 128,743,903 | 68,475,290 | 34,128,212 |
Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potential incremental shares | 6,320,000 | 8,289,781 | 7,307,589 | 20,879,530 |
SCHEDULE OF NOTES RECEIVABLE (D
SCHEDULE OF NOTES RECEIVABLE (Details) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Total Notes Receivable | $ 241,942 | $ 94,600 | ||
Total | $ 951,262 | 601,520 | 209,199 | |
Allowance for obsolescence | (601,520) | (114,599) | ||
One Thousand Forty Four Pro LLC [Member] | ||||
Total Notes Receivable | 436,520 | 189,199 | ||
Moji Life, LLC. [Member] | ||||
Total Notes Receivable | 150,000 | |||
Other [Member] | ||||
Total Notes Receivable | $ 15,000 | $ 20,000 |
SCHEDULE OF ALLOWANCE FOR IMPAI
SCHEDULE OF ALLOWANCE FOR IMPAIRMENT LOSSES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Financing Receivable, after Allowance for Credit Loss [Abstract] | ||
Balance at beginning of fiscal year | $ 114,599 | |
Provision for estimated impairment losses | 491,921 | 114,599 |
Write-offs and recoveries | (5,000) | |
Balance at end of fiscal year | $ 601,520 | $ 114,599 |
NOTES RECEIVABLE, NET (Details
NOTES RECEIVABLE, NET (Details Narrative) - USD ($) | 1 Months Ended | |||||
Jan. 14, 2022 | Jan. 31, 2021 | Sep. 30, 2022 | Aug. 11, 2022 | Jan. 26, 2022 | Mar. 31, 2021 | |
Loan amount | $ 10,000,000 | |||||
Loans payable | $ 6,000,000 | $ 1,000,000 | ||||
One Thousand Forty Four Pro LLC [Member] | ||||||
Line of credit amount | $ 250,000 | |||||
Payments made for notes receivable | $ 310,000 | |||||
Rate of interest on notes receivable | 10% | |||||
One Thousand Forty Four Pro LLC [Member] | Loan Agreement [Member] | ||||||
Loan amount | $ 250,000 | |||||
Loans payable | $ 125,000 | |||||
Debt instrument percentage | 10% | |||||
Moji Life, LLC. [Member] | ||||||
Loans payable | $ 150,000 | |||||
Moji Life [Member] | ||||||
Principal amount | $ 8,333 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Inventory Disclosure [Abstract] | |||||
Finished Goods | $ 3,957,950 | $ 4,482,291 | $ 2,556,368 | ||
Allowance for inventory obsolescence | (433,714) | (108,055) | $ (284,780) | (85,058) | |
Inventory, net | $ 3,524,236 | $ 4,374,236 | $ 2,471,310 |
SCHEDULE OF ALLOWANCE FOR INVEN
SCHEDULE OF ALLOWANCE FOR INVENTORY OBSOLESCENCE (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Balance at beginning of fiscal year | $ 85,058 | |
Provision for estimated obsolescence | 635,137 | 1,095,068 |
Write-offs and recoveries | (612,140) | (1,010,010) |
Balance at end of fiscal year | $ 108,055 | $ 85,058 |
INVENTORY, NET (Details Narrati
INVENTORY, NET (Details Narrative) - USD ($) | Sep. 30, 2022 | Jul. 05, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Finished goods | $ 3,957,950 | $ 4,482,291 | $ 2,556,368 | |||
Allowance for inventory obsolescence | $ 433,714 | 108,055 | $ 284,780 | $ 85,058 | ||
Exchange of assets inventory | $ 400,000 | |||||
Inventory related to the purchase | $ 177,000 | |||||
South Korean Subsidiary [Member] | ||||||
Finished goods | $ 1,900,000 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid consulting fees | $ 2,867,123 | ||
Inventory-related deposits | $ 253,884 | 384,477 | 1,845,722 |
Employee advances | 320,631 | ||
Prepaid insurance and other operational expenses | 287,553 | 201,275 | 210,665 |
Deposits for sales events | 222,540 | ||
Right to recover asset | 13,946 | 15,632 | 26,616 |
Subtotal | 1,695,382 | 3,691,047 | 2,403,634 |
Less: allowance for losses | (175,641) | (179,765) | |
Other current assets | 1,519,741 | 3,511,282 | $ 2,403,634 |
Prepaid consulting fees, related party | $ 1,139,999 | $ 2,867,123 |
OTHER CURRENT ASSETS, NET (Deta
OTHER CURRENT ASSETS, NET (Details Narrative) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Employee advances | $ 320,631 | ||
Provision for losses | $ 175,641 | $ 179,765 |
SUMMARY OF PROPERTY AND EQUIPME
SUMMARY OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Abstract] | |||
Building and building improvements | $ 8,976,878 | $ 8,976,878 | |
Computer software | 1,020,396 | 875,925 | 734,510 |
Furniture and fixtures | 237,046 | 237,045 | 230,685 |
Computer equipment | 223,424 | 223,424 | 197,419 |
Leasehold improvements and other | 351,878 | 263,208 | 106,877 |
Total property and equipment | 10,809,622 | 10,576,480 | 1,269,491 |
Impairment of property and equipment | (100,165) | ||
Accumulated depreciation and amortization | (1,255,045) | (891,174) | (381,541) |
Property and equipment, net | $ 9,554,577 | $ 9,585,141 | $ 887,950 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Jun. 15, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation, Depletion and Amortization | $ 534,371 | $ 161,663 | ||||
Impairment of property and equipment | 100,165 | |||||
Land | $ 3,675,000 | $ 3,675,000 | ||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 891,174 | 381,541 | 1,255,045 | |||
Loans payable | 1,000,000 | $ 6,000,000 | ||||
American Pacific Bancorp Inc [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Loans payable | $ 5,700,000 | |||||
Subsequent Event [Member] | Loan Agreement [Member] | American Pacific Bancorp Inc [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Loans payable | $ 5,700,000 | |||||
Building [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments to Acquire Buildings | $ 8,942,640 | |||||
Property, Plant and Equipment, Useful Life | 28 years | |||||
Office Building [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 48,007 | |||||
Software Development [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Capitalized in computer software | 715,354 | |||||
Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Capitalized costs | $ 163,106 |
SUMMARY OF INVESTMENT IN UNCONS
SUMMARY OF INVESTMENT IN UNCONSOLIDATED ENTITIES (Details) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Impairment Effects on Earnings Per Share [Line Items] | |||
Subtotal | $ 2,907,242 | $ 6,600,940 | |
Less, allowance for impairment losses | (1,537,000) | (1,537,000) | |
Investments | 1,370,242 | 5,063,940 | |
Investments | 1,370,242 | 5,063,940 | |
GNTW Stock Warrant [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Subtotal | 966,000 | 3,570,000 | |
GNTW Common Stock [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Subtotal | 106,379 | 393,141 | |
Stemtech Convertible Note [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Subtotal | 297,863 | 1,100,799 | |
Moji Life, LLC. [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Subtotal | $ 1,537,000 | $ 1,537,000 |
SCHEDULE OF ALLOWANCE FOR IMP_2
SCHEDULE OF ALLOWANCE FOR IMPAIRMENT LOSSES IN INVESTMENTS (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Investment In Unconsolidated Entities Net | |||
Balance at beginning of period | $ 1,537,000 | ||
Provision for estimated impairment losses | 1,537,000 | ||
Balance at end of period | $ 1,537,000 | $ 1,537,000 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED ENTITIES, NET (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Apr. 05, 2021 | Sep. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 11, 2022 | Sep. 19, 2021 | |
Invested amount | $ 1,370,242 | $ 1,370,242 | $ 5,063,940 | |||||||
Convertible debt | 9,603,229 | 9,603,229 | $ 9,898,770 | $ 134,393 | ||||||
Origination fee | $ 600,000 | |||||||||
Debt interest rate | 8% | |||||||||
Number of shares issued | 27,000,000 | 27,000,000 | 38,300,000 | |||||||
Unrealized gains, before income tax | (6,669,760) | $ 1,778,789 | ||||||||
Unrealized gains, before income tax | $ 8,600,000 | $ 3,700,000 | ||||||||
Investment [Member] | ||||||||||
Equity interest, percent | 20% | |||||||||
Convertible Debt [Member] | ||||||||||
Unrealized gains, before income tax | $ 3,700,000 | |||||||||
Security Purchase Agreement [Member] | Convertible Notes [Member] | ||||||||||
Maturity date | Sep. 09, 2024 | |||||||||
Debt interest rate | 10% | 10% | 10% | |||||||
Membership Unit Purchase Agreement [Member] | Moji Life, LLC. [Member] | ||||||||||
Equity interest, percent | 30.75% | 30.75% | ||||||||
Cash acquired in equity investment | $ 1,537,000 | |||||||||
Stemtech Corporation [Member] | Securities Purchase Agreement [Member] | ||||||||||
Invested amount | 1,400,000 | $ 1,400,000 | ||||||||
Convertible debt | $ 1,400,000 | $ 1,400,000 | ||||||||
Globe Net Wireless Corp [Member] | ||||||||||
Warrant expiration date | Sep. 13, 2024 | Sep. 13, 2024 | ||||||||
Warrants to purchase common stock | 1,400,000 | 1,400,000 | ||||||||
Number of shares issued | 154,173 | |||||||||
Globe Net Wireless Corp [Member] | Security Purchase Agreement [Member] | ||||||||||
Origination fee | $ 500,000 | $ 500,000 | ||||||||
Moji Life, LLC. [Member] | ||||||||||
Cash acquired in equity investment | $ 1,537,000 | |||||||||
Moji Life, LLC. [Member] | Membership Unit Purchase Agreement [Member] | Investment [Member] | ||||||||||
Equity interest, percent | 30.75% | 30.75% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | |||
May 31, 2020 | Oct. 02, 2022 | Sep. 30, 2022 | Mar. 31, 2021 | |
Line of Credit Facility [Line Items] | ||||
Proceeds from loan | $ 1,000,000 | |||
Note payable principal amount | $ 1,040,400 | |||
Accrued unpaid interest | $ 60,667 | $ 648,000 | $ 8,922 | |
Commercial Bank [Member] | Paycheck Protection Program [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from loan | $ 1,040,400 |
SUMMARY OF ACCRUED AND OTHER CU
SUMMARY OF ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Payables and Accruals [Abstract] | |||
Deferred sales | $ 388,691 | $ 547,217 | $ 1,449,359 |
Liability associated with uncertain tax positions | 925,794 | 921,987 | 904,643 |
Accrued severance expense | 700,000 | ||
Payroll and employee benefits | 427,473 | 478,360 | 523,454 |
Settlement liability, current portion | 341,919 | 376,921 | |
Lease liability, current portion | 134,578 | 373,398 | |
Other operational accruals | 1,550,862 | 530,189 | 499,639 |
Accrued and other current liabilities | 3,364,308 | 3,079,782 | $ 4,827,414 |
Lease liability, current portion | 70,789 | 134,578 | |
Due to related parties | $ 699 | $ 125,532 |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES (Details Narrative) - USD ($) | Oct. 02, 2022 | Sep. 30, 2022 | Mar. 31, 2021 |
Payables and Accruals [Abstract] | |||
Accrued expense | $ 902,862 | ||
Accrued interest on related party | $ 60,667 | $ 648,000 | $ 8,922 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Total convertible notes payable | $ 27,000,000 | $ 30,050,000 | $ 150,000 |
Less: unamortized debt discount and deferred financing costs | 17,396,771 | 20,151,230 | 15,607 |
Convertible debt | 9,603,229 | 9,898,770 | 134,393 |
Less: current portion of convertible notes payable | 9,603,229 | 9,898,770 | 99,631 |
Long-term convertible notes payable | 34,762 | ||
Maturity One [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes issuance date | April 2021 | April 2021 | |
Convertible notes issuance date | April 2024 | April 2024 | |
Convertible notes interest rate | 8% | 8% | |
Conversion price (per share) | $ 0.20 | $ 0.20 | |
Total convertible notes payable | $ 30,000,000 | ||
Maturity Two [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes issuance date | October 2017 | October 2017 | |
Convertible notes issuance date | October 2022 | October 2022 | |
Convertible notes interest rate | 12% | 12% | |
Conversion price (per share) | $ 0.15 | $ 0.15 | |
Total convertible notes payable | $ 50,000 | $ 50,000 | |
Maturity Three [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes issuance date | September 2022 | April 2018 | |
Convertible notes issuance date | September 2024 | April 2021 | |
Convertible notes interest rate | 8% | 0% | |
Conversion price (per share) | $ 0.03 | $ 0.01 | |
Total convertible notes payable | $ 27,000,000 | $ 100,000 |
CONVERTIBLE NOTES PAYABLE, RE_3
CONVERTIBLE NOTES PAYABLE, RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Aug. 09, 2022 | Jun. 15, 2022 | Jun. 15, 2022 | Apr. 05, 2021 | Sep. 30, 2021 | Apr. 30, 2021 | May 31, 2020 | Oct. 31, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 11, 2022 | May 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 10,000,000 | |||||||||||||||
Warrant exercise price | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||
Convertible notes payable | $ 27,000,000 | $ 27,000,000 | $ 30,050,000 | $ 150,000 | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Proceeds from loans | $ 1,000,000 | |||||||||||||||
Interest expense | $ 3,321,410 | $ 3,126,358 | $ 6,441,464 | $ 6,056,372 | $ 12,204,444 | 47,613 | ||||||||||
Deferred financing fees | 2,600,000 | 2,300,000 | 3,100,000 | 4,400,000 | 9,900,000 | |||||||||||
Deferred financing fees | 18,647 | |||||||||||||||
Convertible Notes [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest expense | $ 558,000 | $ 606,444 | $ 648,000 | $ 1,700,000 | $ 2,400,000 | $ 5,507 | ||||||||||
Common Class A [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, shares issued | 262,832,833 | 262,832,833 | 288,923,969 | |||||||||||||
Conversion of stock, shares converted | 10,000 | 1,800,000 | ||||||||||||||
Decentralized Sharing Systems Inc [Member] | Security Purchase Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 27,000,000 | $ 27,000,000 | ||||||||||||||
Purchase up warrant | 818,181,819 | 818,181,819 | 150,000,000 | 150,000,000 | ||||||||||||
Convertible notes payable | $ 30,000,000 | $ 30,000,000 | ||||||||||||||
Common stock, par value | $ 0.033 | $ 0.033 | $ 0.22 | $ 0.22 | ||||||||||||
Proceeds from loan originations | $ 27,000,000 | $ 30,000,000 | $ 30,000,000 | |||||||||||||
Origination Fee | $ 3,000,000 | $ 3,000,000 | ||||||||||||||
Conversion rate | $ 0.20 | $ 0.20 | ||||||||||||||
Annual rate | 8% | 8% | ||||||||||||||
Debt Instrument, Maturity Date | Apr. 05, 2024 | Apr. 05, 2024 | ||||||||||||||
Conversion price, increase | $ 0.20 | $ 0.20 | ||||||||||||||
Proceeds from loans | $ 15,000,000 | $ 15,000,000 | ||||||||||||||
Net proceeds | 12,000,000 | 12,000,000 | ||||||||||||||
Deferred financing costs | $ 3,000,000 | $ 3,000,000 | ||||||||||||||
Loan origination fees | 15,000,000 | 15,000,000 | ||||||||||||||
Common stock shares for payment of interest | 12,000,000 | 12,000,000 | ||||||||||||||
Deemed dividend | $ 1,080,000 | $ 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 | 27,000,000 | 27,000,000 | 27,000,000 | ||||||||||||
HWH International, Inc. [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 50,000 | |||||||||||||||
Purchase up warrant | 333,333 | |||||||||||||||
Warrant exercise price | $ 0.15 | |||||||||||||||
Conversion of stock, shares converted | 333,333 | 333,333 | ||||||||||||||
Convertible Notes [Member] | Security Purchase Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Maturity Date | Sep. 09, 2024 | |||||||||||||||
Convertible Notes [Member] | HWH International, Inc. [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 78,636 | $ 50,000 | ||||||||||||||
Debt conversion shares | 333,333 | |||||||||||||||
Advancing Promissory Note [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 27,000,000 | $ 27,000,000 | $ 27,000,000 | $ 27,000,000 | ||||||||||||
Purchase up warrant | 818,181,819 | 818,181,819 | 818,181,819 | 818,181,819 | ||||||||||||
Annual rate | 8% | 8% | ||||||||||||||
Origination fee | $ 270,000 | $ 270,000 | ||||||||||||||
Advancing Promissory Note [Member] | Common Class A [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 0.033 | $ 0.033 | $ 0.033 | $ 0.033 | ||||||||||||
Conversion of stock, shares converted | 818,181,819 | |||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 30,000,000 | $ 30,000,000 | ||||||||||||||
Purchase up warrant | 150,000,000 | 150,000,000 | ||||||||||||||
Shares issued, price per share | $ 0.22 | $ 0.22 | ||||||||||||||
Convertible Promissory Note [Member] | Common Class A [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 0.22 | $ 0.22 |
SCHEDULE OF OPERATING LEASE ASS
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Leases | |||
Operating leases | $ 473,993 | $ 593,389 | $ 428,075 |
Total lease assets | 473,993 | 593,389 | 428,075 |
Operating leases | 134,578 | 373,398 | |
Operating leases | 413,587 | 461,515 | 77,810 |
Total lease liabilities | 484,376 | 596,093 | $ 451,208 |
Operating leases | $ 70,789 | $ 134,578 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Total lease cost | $ 21,831 | $ 305,680 | $ 45,009 | $ 465,500 | $ 585,015 | $ 495,272 |
General and Administrative Expense [Member] | ||||||
Total lease cost | 21,831 | 305,680 | 45,009 | 465,500 | 585,015 | 495,272 |
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) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Leases | |||
2023 | $ 72,962 | $ 154,310 | |
2024 | 99,367 | 96,944 | |
2025 | 102,147 | 99,458 | |
2026 | 104,926 | 102,231 | |
2027 | 107,706 | 105,048 | |
Thereafter | 252,241 | 258,025 | |
Total remaining payments | 739,349 | 816,016 | |
Less imputed interest | 254,973 | 219,923 | |
Total lease liability | $ 484,376 | $ 596,093 | $ 451,208 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Total lease cost | $ 21,831 | $ 305,680 | $ 45,009 | $ 465,500 | $ 585,015 | $ 495,272 |
General and Administrative Expense [Member] | ||||||
Total lease cost | 21,831 | 305,680 | 45,009 | 465,500 | 585,015 | 495,272 |
Depreciation and Amortization [Member] | ||||||
Total lease cost | ||||||
Interest Expense [Member] | ||||||
Total lease cost | ||||||
Minimum [Member] | ||||||
Remaining lease term | 1 year | 1 year | 1 year | |||
Lease, discount rate | 10% | 10% | 10% | |||
Maximum [Member] | ||||||
Remaining lease term | 10 years | 10 years | 10 years | |||
Lease, discount rate | 12% | 12% | 12% |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Current, Federal | $ (2,098,199) | $ (326,121) | ||||
Current, State | 100,568 | 268,474 | ||||
Current Foreign Tax Expense (Benefit) | ||||||
Total current | (1,997,631) | (57,647) | ||||
Deferred, Federal | (1,038,359) | (536,862) | ||||
Deferred, State | ||||||
Deferred Foreign Income Tax Expense (Benefit) | ||||||
Total deferred | $ (1,513,672) | (1,038,359) | (536,862) | |||
Total consolidated income tax provision (benefit) | $ (554,075) | $ (1,254,134) | $ (893,932) | $ (506,245) | $ (3,035,990) | $ (594,509) |
SCHEDULE OF INCOME TAX RATE REC
SCHEDULE OF INCOME TAX RATE RECONCILIATION RATE (Details) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory rate | 21% | 21% | 21% | 21% |
State and local income taxes | (0.20%) | (0.70%) | (0.50%) | (11.60%) |
Prior period adjustments | 45.60% | |||
Valuation allowance for NOL carry-forwards | (15.60%) | (51.10%) | (6.70%) | (5.30%) |
Effect of change in uncertain tax positions | (49.40%) | |||
Stock warrant transactions and other items | (0.20%) | 4.10% | 1.30% | 32.20% |
Effective income tax rate | 5.20% | (26.70%) | 15.10% | 32.50% |
SCHEDULE OF DEFERRED TAX ASSET
SCHEDULE OF DEFERRED TAX ASSET LIABILITY (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Share-based compensation | $ 972,043 | $ 873,970 |
Accruals and reserves not currently deductible | 649,113 | 247,348 |
Impairment of investments and inventory | 660,904 | 674,112 |
Other | 141,349 | 87,093 |
Total deferred tax assets | 2,423,409 | 1,882,523 |
Less: valuation allowance | (2,342,204) | |
Total deferred tax assets, net of valuation allowance | 81,205 | 1,882,523 |
Other | 9,353 | |
Total deferred tax liability | 9,353 | |
Total consolidated deferred tax (liability) assets, net | $ 81,205 | $ 1,873,170 |
SCHEDULE OF UNRECOGNIZED TAX BE
SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning Balance | $ 904,643 | |
Additions for tax positions related to the current year | 17,334 | |
Additions for tax positions of prior years | 904,643 | |
Reductions of tax positions of prior years | ||
Settlement | ||
Ending Balance | $ 921,977 | $ 904,643 |
SCHEDULE OF INCOME TAX RETURNS
SCHEDULE OF INCOME TAX RETURNS SUBJECT TO EXAMINATION (Details) | 12 Months Ended |
Mar. 31, 2022 | |
UNITED STATES | Minimum [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Republic of korea | 2016 |
UNITED STATES | Maximum [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Republic of korea | 2021 |
KOREA, REPUBLIC OF | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Republic of korea | 2021 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 01, 2022 | Apr. 01, 2021 | Feb. 29, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||||
Deferred Tax Assets, Valuation Allowance | $ 2,342,204 | ||||||
Deferred Income Tax Expense (Benefit) | $ (1,513,672) | (1,038,359) | (536,862) | ||||
Recognized tax benefits | 17,334 | 904,643 | |||||
Unrecognized tax benefits | 921,977 | 904,643 | $ 921,977 | $ 904,643 | |||
Accrued interest and penalties | 121,790 | 334,332 | |||||
Foreign Startup Operation [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Deferred Tax Assets, Valuation Allowance | 491,496 | 91,931 | |||||
Deferred Income Tax Expense (Benefit) | $ 491,496 | $ 91,931 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Aug. 09, 2022 shares | Jun. 15, 2022 USD ($) $ / shares shares | Jun. 15, 2022 USD ($) $ / shares shares | Apr. 05, 2021 USD ($) $ / shares shares | May 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Feb. 28, 2022 shares | Jan. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jul. 31, 2021 USD ($) | Apr. 30, 2021 USD ($) $ / shares shares | Apr. 30, 2021 USD ($) $ / shares shares | Jul. 31, 2020 USD ($) $ / shares shares | May 31, 2020 USD ($) | Feb. 29, 2020 USD ($) shares | Oct. 31, 2017 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) $ / shares shares | Aug. 11, 2022 USD ($) | May 19, 2022 $ / shares | Jan. 30, 2022 $ / shares | Jun. 30, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Investments | $ 5,063,940 | $ 1,370,242 | $ 5,063,940 | $ 1,370,242 | $ 5,063,940 | ||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||||||||||||
Number of shares issued | shares | 27,000,000 | 27,000,000 | 38,300,000 | ||||||||||||||||||||||||
Loan outstanding amount | $ 6,000,000 | $ 6,000,000 | $ 1,000,000 | ||||||||||||||||||||||||
Principal amount | $ 10,000,000 | ||||||||||||||||||||||||||
Warrants, granted | shares | 250,000,000 | 10,000,000 | |||||||||||||||||||||||||
Due to Related Parties, Current | $ 125,532 | 699 | $ 125,532 | 699 | $ 125,532 | ||||||||||||||||||||||
Operating Lease, Liability | 596,093 | 484,376 | 596,093 | 484,376 | 596,093 | $ 451,208 | |||||||||||||||||||||
Consulting income | 12,498 | 24,996 | 33,328 | ||||||||||||||||||||||||
Settlement liabilities | $ 341,919 | $ 341,919 | $ 341,919 | $ 376,921 | |||||||||||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Rent expense | $ 2,808 | ||||||||||||||||||||||||||
Proceeds from loan | $ 1,000,000 | ||||||||||||||||||||||||||
APB Revolving Note [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Loan outstanding amount | $ 6,000,000 | 6,000,000 | |||||||||||||||||||||||||
Principal amount | $ 10,000,000 | ||||||||||||||||||||||||||
Debt instrument percentage | 8% | ||||||||||||||||||||||||||
Interest receivable | 60,667 | 60,667 | |||||||||||||||||||||||||
Advancing Promissory Note [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 27,000,000 | $ 27,000,000 | $ 27,000,000 | $ 27,000,000 | |||||||||||||||||||||||
Warrants shares | shares | 818,181,819 | 818,181,819 | 818,181,819 | 818,181,819 | |||||||||||||||||||||||
Debt instrument percentage | 8% | 8% | |||||||||||||||||||||||||
Origination fee | $ 270,000 | $ 270,000 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 30,000,000 | $ 30,000,000 | |||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.22 | $ 0.22 | |||||||||||||||||||||||||
Warrants shares | shares | 150,000,000 | 150,000,000 | |||||||||||||||||||||||||
Investment [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Ownership, percentage | 20% | 20% | 20% | ||||||||||||||||||||||||
Alchemist Holdings LLC [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Settlement liabilities | $ 715,596 | $ 2,000,000 | $ 715,596 | $ 715,596 | $ 2,000,000 | ||||||||||||||||||||||
Alchemist Holding, LLC [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Number of shares issued | shares | 22,700,000 | ||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Warrants, granted | shares | 29,200,000 | ||||||||||||||||||||||||||
Decentralized Sharing Systems Inc [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Loan outstanding amount | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | ||||||||||||||||||||||||
Principal amount | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | ||||||||||||||||||||||||
Debt convertible rate | 0.20 | 0.20 | |||||||||||||||||||||||||
Shares issued on conversion of note | shares | 150,000,000 | 818,200,000 | |||||||||||||||||||||||||
Rent expenses | $ 28,090 | $ 151,509 | $ 155,693 | $ 84,918 | |||||||||||||||||||||||
Decentralized Sharing Systems Inc [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.22 | $ 0.063 | $ 0.22 | $ 0.22 | |||||||||||||||||||||||
Warrants, granted | shares | 150,000,000 | 150,000,000 | |||||||||||||||||||||||||
Alset Title [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Purchased an office building | $ 8,942,640 | ||||||||||||||||||||||||||
HWH International, Inc. [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Warrant purchase, additional shares | shares | 333,333 | ||||||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.15 | ||||||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||||||
Conversion of stock, shares converted | shares | 333,333 | 333,333 | |||||||||||||||||||||||||
Warrants shares | shares | 333,333 | ||||||||||||||||||||||||||
Warrants and rights outstanding | $ 78,636 | ||||||||||||||||||||||||||
HWH World Inc [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Due to Related Parties, Current | $ 213,742 | 213,742 | 213,742 | ||||||||||||||||||||||||
Operating Lease, Liability | 261,835 | 261,835 | 261,835 | ||||||||||||||||||||||||
Operating Lease, Expense | 222,092 | ||||||||||||||||||||||||||
Impact Biomedical Inc [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Purchase aggregate value | $ 19,247 | 36,808 | 111,414 | ||||||||||||||||||||||||
K Beauty Research Lab. Co., Ltd [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Due to Related Parties | $ 2,300,000 | $ 2,300,000 | $ 2,300,000 | ||||||||||||||||||||||||
Purchased products | $ 929 | 1,572 | |||||||||||||||||||||||||
Alset Title Company, Inc. [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Purchased an office building | $ 8,942,640 | ||||||||||||||||||||||||||
American Pacific Bancorp Inc [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Loan outstanding amount | $ 5,700,000 | $ 5,700,000 | |||||||||||||||||||||||||
Monthly payaments | $ 43,897 | $ 43,897 | |||||||||||||||||||||||||
Debt instrument percentage | 8% | 8% | |||||||||||||||||||||||||
Proceeds from loan | $ 5,522,829 | ||||||||||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Loan origination fee | $ 15,000,000 | $ 15,000,000 | |||||||||||||||||||||||||
Conversion of stock, shares converted | shares | 10,000 | 1,800,000 | |||||||||||||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Common Class A [Member] | Advancing Promissory Note [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.033 | $ 0.033 | $ 0.033 | $ 0.033 | |||||||||||||||||||||||
Conversion of stock, shares converted | shares | 818,181,819 | ||||||||||||||||||||||||||
Common Class A [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.22 | $ 0.22 | |||||||||||||||||||||||||
Common Class A [Member] | Decentralized Sharing Systems Inc [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Loan origination fee | $ 3,000,000 | $ 3,000,000 | |||||||||||||||||||||||||
Class A Common Stock [Member] | Decentralized Sharing Systems Inc [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 191,900,000 | $ 191,900,000 | |||||||||||||||||||||||||
Stock issued during period shares stock warrants exercised | $ 210,000,000 | $ 878,200,000 | |||||||||||||||||||||||||
Related-Party Legal Claims [Member] | Alchemist Holding, LLC [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Number of shares issued | shares | 15,600,000 | ||||||||||||||||||||||||||
Stock Purchase and Share Subscription Agreement [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Number of common stock exchanged | shares | 50,000,000 | ||||||||||||||||||||||||||
Stock Purchase and Share Subscription Agreement [Member] | Decentralized Sharing Systems Inc [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Investments | $ 3,000,000 | ||||||||||||||||||||||||||
Warrant purchase, additional shares | shares | 50,000,000 | ||||||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.063 | ||||||||||||||||||||||||||
Number of common stock exchanged | shares | 50,000,000 | ||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.075 | ||||||||||||||||||||||||||
Deemed dividend | $ 2,300,000 | ||||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||
Stock Purchase and Share Subscription Agreement [Member] | Common Class A [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Warrant purchase, additional shares | shares | 50,000,000 | ||||||||||||||||||||||||||
Stock Purchase and Share Subscription Agreement [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Investments | $ 3,000,000 | ||||||||||||||||||||||||||
Warrant purchase, additional shares | shares | 50,000,000 | 10,000,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.20 | ||||||||||||||||||||||||||
Number of shares issued | shares | 27,000,000 | 30,000,000 | |||||||||||||||||||||||||
Number of common stock exchanged | shares | 50,000,000 | ||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 3,000,000 | ||||||||||||||||||||||||||
Stock Purchase and Share Subscription Agreement [Member] | Mr Chan [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Investments | $ 3,000,000 | 3,000,000 | |||||||||||||||||||||||||
Stock Purchase and Share Subscription Agreement [Member] | Mr Chan [Member] | Common Class A [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Number of common stock issued | $ 30,000,000 | ||||||||||||||||||||||||||
Warrant purchase, additional shares | shares | 10,000,000 | ||||||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.20 | ||||||||||||||||||||||||||
Number of shares issued | shares | 30,000,000 | ||||||||||||||||||||||||||
Number of common stock exchanged | shares | 30,000,000 | ||||||||||||||||||||||||||
Security Purchase Agreement [Member] | Decentralized Sharing Systems Inc [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 27,000,000 | $ 27,000,000 | |||||||||||||||||||||||||
Common stock isssued for payment of interest | shares | 12,000,000 | 12,000,000 | |||||||||||||||||||||||||
Deemed dividend | $ 1,080,000 | $ 1,080,000 | |||||||||||||||||||||||||
Warrants shares | shares | 818,181,819 | 818,181,819 | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.033 | $ 0.033 | $ 0.22 | $ 0.22 | $ 0.22 | ||||||||||||||||||||||
Proceeds from loan originations | $ 27,000,000 | $ 30,000,000 | $ 30,000,000 | ||||||||||||||||||||||||
Debt instrument percentage | 8% | 8% | 8% | ||||||||||||||||||||||||
Proceeds from loan | $ 15,000,000 | $ 15,000,000 | |||||||||||||||||||||||||
Security Purchase Agreement [Member] | Decentralized Sharing Systems Inc [Member] | 2022 Notes [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Debt instrument percentage | 8% | 8% | |||||||||||||||||||||||||
Conversion of debt into stock | shares | 818,181,819 | ||||||||||||||||||||||||||
Security Purchase Agreement [Member] | Decentralized Sharing Systems Inc [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Common stock isssued for payment of interest | shares | 12,000,000 | 12,000,000 | |||||||||||||||||||||||||
Business Consulting Agreement [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Warrant purchase, additional shares | shares | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Due to Related Parties, Current | $ 60,000 | ||||||||||||||||||||||||||
Business Consulting Agreement [Member] | American Premimum Water Corporation [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Monthly payaments | $ 4,166 | ||||||||||||||||||||||||||
Business Consulting Agreement [Member] | Common Class A [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Number of shares issued | shares | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Share price | $ / shares | $ 0.07 | ||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 3,500,000 | ||||||||||||||||||||||||||
Consulting expense | $ 1,100,000 | $ 766,415 | 2,100,000 | ||||||||||||||||||||||||
Advisory Agreement [Member] | HWH World Inc [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Professional Fees | $ 10,000 | ||||||||||||||||||||||||||
Consulting income | 76,700 | ||||||||||||||||||||||||||
Sub Lease Agreement [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Rent expenses | $ 25,081 | $ 50,179 | $ 105,105 | ||||||||||||||||||||||||
Sub Lease Agreement [Member] | Investment [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Ownership, percentage | 10% | 10% | 10% | ||||||||||||||||||||||||
Sub Lease Agreement [Member] | Alchemist Holdings LLC [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Ownership, percentage | 10% | 10% | |||||||||||||||||||||||||
Confidential Settlement Agreement [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.25 | ||||||||||||||||||||||||||
Sale of stock, shares issued | shares | 26,091,136 | ||||||||||||||||||||||||||
One time payment | $ 1,043,645 | ||||||||||||||||||||||||||
Co Founders Agreement [Member] | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Settlement liabilities | $ 715,596 | $ 2,000,000 | $ 715,596 | $ 715,596 | |||||||||||||||||||||||
Repurchase of common stock | $ 626,187 | ||||||||||||||||||||||||||
Liability recovery amount | $ 324,230 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Jun. 15, 2022 | Apr. 05, 2021 | May 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | Apr. 30, 2021 | Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 11, 2022 | May 19, 2022 | Jan. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | ||||||||||||||||
Cancellation of stock shares | 2,900,000 | |||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Shares issued for stock warrants exercise | 27,000,000 | 27,000,000 | 38,300,000 | |||||||||||||
Warrants exercise price | $ 0.20 | $ 0.20 | ||||||||||||||
deemed dividend related party transaction | $ 2,300,000 | $ 1,100,000 | $ 2,400,000 | |||||||||||||
Origination fee | 15,000,000 | 15,000,000 | ||||||||||||||
Prepayment of interest shares | 12,000,000 | |||||||||||||||
Investments | $ 1,370,242 | $ 5,063,940 | ||||||||||||||
Due to Related Parties, Current | $ 699 | $ 125,532 | ||||||||||||||
Common stock, shares outstanding | 288,923,969 | 160,100,769 | ||||||||||||||
Debt instrument, face amount | $ 10,000,000 | |||||||||||||||
Capital Units, Authorized | 2,200,000,000 | |||||||||||||||
Capital stock, par value | $ 0.0001 | |||||||||||||||
Treasury stock shares | 26,091,136 | |||||||||||||||
Advancing Promissory Note [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 27,000,000 | $ 27,000,000 | ||||||||||||||
Warrants to purchase common stock | 818,181,819 | 818,181,819 | ||||||||||||||
Stock Purchase and Share Subscription Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Number of common stock exchanged | 50,000,000 | |||||||||||||||
Business Consulting Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 50,000,000 | 50,000,000 | ||||||||||||||
Warrants exercise price | $ 0.0001 | $ 0.0001 | ||||||||||||||
Due to Related Parties, Current | $ 60,000 | |||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Fair Value Adjustment of Warrants | $ 3,500,000 | |||||||||||||||
Confidential Settlement Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 0.25 | |||||||||||||||
Number of sale of shares | 26,091,136 | |||||||||||||||
One time payment | $ 1,043,645 | |||||||||||||||
Co Founders Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Repurchase of common stock | $ 626,187 | |||||||||||||||
Liability recovery amount | $ 324,230 | |||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, voting rights percentage | 86% | |||||||||||||||
Preferred stock, redemption price per share | $ 0.001 | |||||||||||||||
Number of shares converted | 21,750,000 | |||||||||||||||
Preferred stock shares outstanding | 3,100,000 | 3,100,000 | 5,100,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,000,000 | |||||||||||||||
Preferred stock shares outstanding | 3,100,000 | 5,100,000 | ||||||||||||||
Conversion of Stock, Shares Converted | 20,000,000 | |||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock shares outstanding | 0 | 0 | 0 | |||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, voting rights percentage | 86% | |||||||||||||||
Preferred stock, redemption price per share | $ 0.001 | |||||||||||||||
Preferred stock shares outstanding | 3,220,000 | 3,220,000 | 3,230,000 | |||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Shares conversion of convertible securities | 10,000 | 260,000 | ||||||||||||||
Conversion of Stock, Shares Converted | 260,000 | |||||||||||||||
Common Class A [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock, shares authorized | 1,990,000,000 | 1,990,000,000 | 500,000,000 | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Conversion of Stock, Shares Converted | 10,000 | 1,800,000 | ||||||||||||||
Common stock, shares outstanding | 262,832,833 | 288,923,969 | 160,100,769 | |||||||||||||
Common stock, shares issued | 262,832,833 | 288,923,969 | ||||||||||||||
Common Class A [Member] | Advancing Promissory Note [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 0.033 | $ 0.033 | ||||||||||||||
Conversion of Stock, Shares Converted | 818,181,819 | |||||||||||||||
Common Class A [Member] | Stock Purchase and Share Subscription Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 50,000,000 | |||||||||||||||
Common Class A [Member] | Business Consulting Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Shares issued for stock warrants exercise | 50,000,000 | 50,000,000 | ||||||||||||||
Common Class A [Member] | Maximum [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock, shares authorized | 800,000,000 | |||||||||||||||
Common Class B [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Conversion of Stock, Shares Converted | 10,000,000 | |||||||||||||||
Common stock, shares outstanding | 0 | 0 | 0 | |||||||||||||
Common stock, shares issued | 0 | 0 | 0 | |||||||||||||
Common Class B [Member] | Maximum [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock, shares authorized | 10,000,000 | |||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Shares issued for stock warrants exercise | 1,500,000 | 2,300,000 | ||||||||||||||
Class A Common Stock [Member] | Robert Oblon [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Shares issued for stock warrants exercise | 10,000,000 | |||||||||||||||
Class A Common Stock [Member] | Stock Purchase and Share Subscription Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Number of shares issued | $ 3,000,000 | |||||||||||||||
Shares issued for stock warrants exercise | 27,000,000 | 30,000,000 | ||||||||||||||
Warrants to purchase common stock | 50,000,000 | 10,000,000 | ||||||||||||||
Warrants exercise price | $ 0.20 | |||||||||||||||
Investments | $ 3,000,000 | |||||||||||||||
Number of common stock exchanged | 50,000,000 | |||||||||||||||
Class A Common Stock [Member] | Multi Party Settlement Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Shares issued for stock warrants exercise | 5,500,000 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Conversion of Stock, Shares Converted | 10,000,000 | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | |||||||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 200 | $ 200 | $ 2,175 | |||||||||||||
Shares conversion of convertible securities | (2,000,000) | (2,000,000) | (21,750,000) | |||||||||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 1 | $ 1 | $ 26 | |||||||||||||
Shares conversion of convertible securities | (10,000) | (10,000) | (260,000) | |||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 1,000 | |||||||||||||||
Shares conversion of convertible securities | (10,000,000) | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ (1) | $ (3,201) | ||||||||||||||
Shares conversion of convertible securities | 10,000 | 32,010,000 | ||||||||||||||
Shares issued, price per share | $ 0.075 | $ 0.24 | $ 0.24 | $ 0.18 | ||||||||||||
Shares issued for stock warrants exercise | 313.200 | |||||||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 29,200,000 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Number of sahres, warrants oustanding | 10,333,333 | 333,333 |
Weighted average exercise price | $ 0.20 | $ 0.15 |
Weighted average remaining contractual term | 2 years 3 months 18 days | 2 years 4 months 24 days |
Number of warrants, granted | 250,000,000 | 10,000,000 |
Weighted average exercise price | $ 0.0001 | |
Number of warrants, expired or forfeited | ||
Weighted average exercise price | $ 0.14 | |
Number of warrants, exercised | (50,000,000) | |
Weighted average exercise price | ||
Number of sahres, warrants oustanding | 210,333,333 | 10,333,333 |
Weighted average exercise price | $ 0.18 | $ 0.20 |
Weighted average remaining contractual term | 4 years 1 month 6 days | |
Members Of Independent Sales Force [Member] | ||
Number of sahres, warrants oustanding | 3,998,000 | 4,390,600 |
Weighted average exercise price | $ 0.09 | $ 0.04 |
Weighted average remaining contractual term | 1 year 4 months 24 days | 2 years 6 months |
Number of warrants, granted | 2,400 | 4,013,000 |
Weighted average exercise price | $ 0.01 | $ 0.01 |
Number of warrants, expired or forfeited | (1,507,200) | (2,066,600) |
Weighted average exercise price | $ 0.01 | $ 0.01 |
Number of warrants, exercised | (313,200) | (2,339,000) |
Weighted average exercise price | $ 0.03 | $ 0.25 |
Number of sahres, warrants oustanding | 2,180,000 | 3,998,000 |
Weighted average exercise price | $ 0.02 | $ 0.09 |
Weighted average remaining contractual term | 1 year 2 months 12 days | |
Consultants [Member] | ||
Number of sahres, warrants oustanding | 100,000 | 160,000 |
Weighted average exercise price | $ 3 | $ 1.97 |
Weighted average remaining contractual term | 1 year | 3 years 9 months 18 days |
Number of warrants, granted | ||
Weighted average exercise price | ||
Number of warrants, expired or forfeited | (60,000) | |
Weighted average exercise price | ||
Number of warrants, exercised | ||
Weighted average exercise price | $ 0.25 | |
Number of sahres, warrants oustanding | 100,000 | 100,000 |
Weighted average exercise price | $ 3 | $ 3 |
Weighted average remaining contractual term | 7 days | |
Warrant [Member] | ||
Number of sahres, warrants oustanding | 24,075,000 | 22,000,000 |
Weighted average exercise price | $ 0.11 | $ 0.002 |
Weighted average remaining contractual term | 3 years 6 months | 4 years 2 months 12 days |
Number of warrants, granted | 29,200,000 | |
Weighted average exercise price | $ 0.13 | $ 0.0001 |
Number of warrants, expired or forfeited | (2,875,000) | (18,125,000) |
Weighted average exercise price | $ 0.13 | |
Number of warrants, exercised | (1,500,000) | (9,000,000) |
Weighted average exercise price | $ 0.19 | $ 0.0001 |
Number of sahres, warrants oustanding | 19,700,000 | 24,075,000 |
Weighted average exercise price | $ 0.03 | $ 0.11 |
Weighted average remaining contractual term | 2 years 7 months 6 days | |
Number of warrants, unvested | 5,625,000 | |
Weighted average price unvested | $ 0.02 | |
Weighted Average Remaining Term, Unvested | 2 years 1 month 6 days | |
Number of warrants vested | 14,075,000 | |
Weighted average price vested | $ 0.04 | |
Weighted Average Remaining Term, Vested | 2 years 9 months 18 days |
SUMMARY OF WARRANT OUTSTANDING
SUMMARY OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Number of shares, warrants outstanding | 232,313,333 | ||
Weighted average remaining contractual term | 2 years 3 months 18 days | 2 years 4 months 24 days | |
Weighted average exercise price | $ 0.18 | $ 0.20 | $ 0.15 |
Number of share warrants exercisable | 226,688,333 | ||
Warrant One [Member] | |||
Number of shares, warrants outstanding | 3,000,000 | ||
Weighted average remaining contractual term | 5 years 4 months 24 days | ||
Weighted average exercise price | $ 0.0001 | ||
Number of share warrants exercisable | 3,000,000 | ||
Weighted average exercise price | $ 0.0001 | ||
Warrant Two [Member] | |||
Number of shares, warrants outstanding | 16,700,000 | ||
Weighted average remaining contractual term | 2 years 1 month 6 days | ||
Weighted average exercise price | $ 0.04 | ||
Number of share warrants exercisable | 11,075,000 | ||
Weighted average exercise price | $ 0.04 | ||
Warrant Three [Member] | |||
Number of shares, warrants outstanding | 210,000,000 | ||
Weighted average remaining contractual term | 4 years 1 month 6 days | ||
Weighted average exercise price | $ 0.18 | ||
Number of share warrants exercisable | 210,000,000 | ||
Weighted average exercise price | $ 0.18 | ||
Warrant Four [Member] | |||
Number of shares, warrants outstanding | 2,180,000 | ||
Weighted average remaining contractual term | 1 year 2 months 12 days | ||
Weighted average exercise price | $ 0.02 | ||
Number of share warrants exercisable | 2,180,000 | ||
Weighted average exercise price | $ 0.02 | ||
Warrant Five [Member] | |||
Number of shares, warrants outstanding | 333,333 | ||
Weighted average remaining contractual term | 6 months | ||
Weighted average exercise price | $ 0.15 | ||
Number of share warrants exercisable | 333,333 | ||
Weighted average exercise price | $ 0.15 | ||
Warrant Six [Member] | |||
Number of shares, warrants outstanding | 100,000 | ||
Weighted average remaining contractual term | 7 days | ||
Weighted average exercise price | $ 3 | ||
Number of share warrants exercisable | 100,000 | ||
Weighted average exercise price | $ 3 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Aug. 09, 2022 | Oct. 31, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 11, 2022 | Dec. 31, 2021 | Jul. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Aggregate grant date fair value | $ 3,600,000 | ||||||||
Investments | $ 1,370,242 | $ 5,063,940 | |||||||
Warrants, exercise price | $ 0.20 | $ 0.20 | |||||||
Principal amount | $ 10,000,000 | ||||||||
Share granted | 250,000,000 | 10,000,000 | |||||||
Expired or forfeited | |||||||||
Compensatory gain | $ 167,855 | $ 1,134,170 | |||||||
HWH International, Inc. [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrant purchase, additional shares | 333,333 | ||||||||
Warrants, exercise price | $ 0.15 | ||||||||
Principal amount | $ 50,000 | ||||||||
Conversion of stock, shares converted | 333,333 | 333,333 | |||||||
HWH International, Inc. [Member] | Convertible Notes [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Principal amount | $ 78,636 | $ 50,000 | |||||||
Common Class A [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Conversion of stock, shares converted | 10,000 | 1,800,000 | |||||||
Members Of Independent Sales Force [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Aggregate grant date fair value | $ 1,500,000 | ||||||||
Share granted | 2,400 | 4,013,000 | |||||||
Expired or forfeited | 1,507,200 | 2,066,600 | |||||||
Stock Purchase and Share Subscription Agreement [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of common stock exchanged | 50,000,000 | ||||||||
Stock Purchase and Share Subscription Agreement [Member] | Common Class A [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrant purchase, additional shares | 50,000,000 | ||||||||
Stock Purchase and Share Subscription Agreement [Member] | Mr Chan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Investments | $ 3,000,000 | $ 3,000,000 | |||||||
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] | |||||||||
Warrant purchase, additional shares | 10,000,000 | ||||||||
Number of common stock exchanged | 30,000,000 | ||||||||
Warrants, exercise price | $ 0.20 | ||||||||
Number of common stock issued | $ 30,000,000 | ||||||||
Maximum [Member] | Members Of Independent Sales Force [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrants, exercise price | $ 0.25 | ||||||||
Warrant term | 2 years | ||||||||
Minimum [Member] | Members Of Independent Sales Force [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrants, exercise price | $ 0.01 | ||||||||
Warrant term | 1 year | ||||||||
Common Stock [Member] | Maximum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrant purchase, additional shares | 29,200,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2020 | Feb. 29, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Settlement Liabilities, Current | $ 341,919 | $ 376,921 | |||
Alchemist Holdings LLC [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Settlement Liabilities, Current | $ 715,596 | $ 2,000,000 | $ 2,000,000 |
SCHEDULE OF SEGMENT INFORMATION
SCHEDULE OF SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from External Customer [Line Items] | ||||||
Total net sales | $ 4,188,152 | $ 9,873,300 | $ 9,491,770 | $ 21,084,827 | $ 34,424,314 | $ 64,811,151 |
Total segment gross profit | 2,428,376 | 6,948,861 | 6,074,966 | 14,806,577 | 23,622,443 | 46,546,657 |
Selling and marketing expenses | 2,037,596 | 5,022,160 | 4,795,396 | 10,172,635 | 17,239,655 | 29,740,974 |
General and administrative expenses | 4,557,922 | 5,540,701 | 9,108,825 | 10,269,011 | 19,714,963 | 18,983,209 |
Consolidated operating loss | (4,167,142) | $ (3,614,000) | (7,829,255) | (5,635,069) | (13,332,175) | (2,177,526) |
Assets | $ 33,276,916 | 33,276,916 | 43,164,724 | 23,236,956 | ||
Consolidated payments for property and equipment | 1,352,792 | 209,997 | 9,331,967 | 914,336 | ||
Consolidated depreciation and amortization | $ 335,571 | $ 228,294 | 655,267 | 163,248 | ||
Corporate Segment [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Assets | 29,435,505 | 464,739 | ||||
Consolidated payments for property and equipment | 9,123,016 | 6,445 | ||||
Consolidated depreciation and amortization | 560,808 | 8,163 | ||||
Health and Wellness Products [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total net sales | 32,147,330 | 64,046,966 | ||||
Total segment gross profit | 22,059,788 | 45,997,828 | ||||
Consolidated payments for property and equipment | 208,952 | 907,891 | ||||
Consolidated depreciation and amortization | 94,459 | 155,085 | ||||
Other [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total net sales | 2,276,984 | 764,185 | ||||
Total segment gross profit | 1,562,655 | 548,829 | ||||
Health And Wellness [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Assets | $ 13,729,219 | $ 22,772,217 |
SCHEDULE OF CONSOLIDATED NET SA
SCHEDULE OF CONSOLIDATED NET SALES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | $ 4,188,152 | $ 9,873,300 | $ 9,491,770 | $ 21,084,827 | $ 34,424,314 | $ 64,811,151 |
UNITED STATES | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 29,803,258 | 60,961,369 | ||||
CANADA | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 2,446,330 | 3,214,633 | ||||
KOREA, REPUBLIC OF | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 1,706,367 | |||||
Other [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | $ 468,359 | $ 635,149 |
SCHEDULE CONSOLIDATED TOTAL ASS
SCHEDULE CONSOLIDATED TOTAL ASSETS (Details) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total | $ 33,276,916 | $ 43,164,724 | $ 23,236,956 |
UNITED STATES | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total | 20,941,018 | ||
KOREA, REPUBLIC OF | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total | 2,663,149 | 1,200,214 | |
Other [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total | $ 635,793 | $ 1,095,725 |
SCHEDULE OF COMPUTATIONS OF B_2
SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Subsequent Events [Abstract] | ||||||
Net loss, as reported | $ (18,385,903) | $ (2,714,765) | $ (19,738,913) | $ (6,262,772) | ||
After tax interest adjustment | ||||||
Net loss, if-converted basis | $ (18,385,903) | $ (2,714,765) | $ (19,738,913) | $ (6,262,772) | $ (17,106,497) | $ (1,235,021) |
Weighted average basic shares | 262,832,833 | 187,567,291 | 270,531,857 | 186,009,840 | 206,211,711 | 172,046,517 |
Dilutive securities and instruments: | ||||||
Convertible preferred stock | ||||||
Convertible notes | ||||||
Stock options and warrants | ||||||
Weighted average diluted shares | 262,832,833 | 187,567,291 | 270,531,857 | 186,009,840 | ||
Loss per share: | ||||||
Basic | $ (0.07) | $ (0.01) | $ (0.07) | $ (0.03) | $ (0.08) | $ (0.01) |
Diluted | $ (0.07) | $ (0.01) | $ (0.07) | $ (0.03) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 15, 2022 | Jun. 15, 2022 | May 31, 2022 | Apr. 30, 2022 | May 31, 2020 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 11, 2022 | May 19, 2022 | Feb. 29, 2020 | |
Subsequent Event [Line Items] | |||||||||||||
Federal income tax refund | $ (1,038,359) | $ (536,862) | |||||||||||
Principal amount | $ 10,000,000 | ||||||||||||
Proceeds from loan | $ 1,000,000 | ||||||||||||
Settlement Liabilities, Current | 341,919 | $ 376,921 | |||||||||||
Stock warrants held by employees | 3,750,000 | 4,250,000 | |||||||||||
Co Founders Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Settlement Liabilities, Current | $ 715,596 | $ 2,000,000 | |||||||||||
Repurchase of common stock | $ 626,187 | ||||||||||||
Liability recovery amount | 324,230 | ||||||||||||
Linden Real Estate Holdings LLC [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from loan | $ 5,522,829 | ||||||||||||
Common Class A [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Conversion of Stock, Shares Converted | 10,000 | 1,800,000 | |||||||||||
Advancing Promissory Note [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 27,000,000 | $ 27,000,000 | $ 27,000,000 | ||||||||||
Warrants to purchase common stock | 818,181,819 | 818,181,819 | 818,181,819 | ||||||||||
Debt instrument percentage | 8% | 8% | |||||||||||
Origination fee | $ 270,000 | $ 270,000 | |||||||||||
Advancing Promissory Note [Member] | Common Class A [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ 0.033 | $ 0.033 | $ 0.033 | ||||||||||
Conversion of Stock, Shares Converted | 818,181,819 | ||||||||||||
Convertible Promissory Note [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 30,000,000 | $ 30,000,000 | |||||||||||
Warrants to purchase common stock | 150,000,000 | 150,000,000 | |||||||||||
Shares Issued, Price Per Share | $ 0.22 | $ 0.22 | |||||||||||
Convertible Promissory Note [Member] | Common Class A [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ 0.22 | $ 0.22 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Federal income tax refund | $ 300,000 | ||||||||||||
Subsequent Event [Member] | Co Founders Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ 0.25 | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 26,091,136 | ||||||||||||
One time payment | $ 1,043,645 | ||||||||||||
Repurchase of common stock | $ 652,278 | ||||||||||||
Liability recovery amount | $ 324,228 | ||||||||||||
Subsequent Event [Member] | Linden Real Estate Holdings LLC [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument percentage | 8% | ||||||||||||
Long-Term Line of Credit | $ 5,700,000 | ||||||||||||
Debt Instrument, Maturity Date | Jun. 01, 2024 | ||||||||||||
Proceeds from loan | $ 5,522,829 | ||||||||||||
Subsequent Event [Member] | Moji Life [Member] | Funding Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Amount Outstanding During Period | $ 150,000 | ||||||||||||
Line of Credit Facility, Interest Rate at Period End | 8% | ||||||||||||
Advanced amount | $ 40,000 | ||||||||||||
Subsequent Event [Member] | Advancing Promissory Note [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 27,000,000 | ||||||||||||
Warrants to purchase common stock | 818,181,819 | ||||||||||||
Debt instrument percentage | 8% | ||||||||||||
Origination fee | $ 270,000 | ||||||||||||
Subsequent Event [Member] | Advancing Promissory Note [Member] | Common Class A [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ 0.033 | ||||||||||||
Conversion of Stock, Shares Converted | 818,181,819 | ||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 30,000,000 | ||||||||||||
Warrants to purchase common stock | 150,000,000 | ||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Common Class A [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ 0.22 |
SCHEDULE OF STATUTORY RATES FOR
SCHEDULE OF STATUTORY RATES FOR OUR DOMESTIC AND FOREIGN OPERATION (Details) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Effective Income Tax Rate | 21% | 21% | 21% | 21% |
UNITED STATES | ||||
Effective Income Tax Rate | 21% | 21% | ||
KOREA, REPUBLIC OF | ||||
Effective Income Tax Rate | 21% | 22% |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) | Jul. 31, 2022 USD ($) |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Asset | $ 1,000,000 |