Cover
Cover - $ / shares | 3 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2025 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-41930 | |
Entity Registrant Name | Perfect Moment Ltd. | |
Entity Central Index Key | 0001849221 | |
Entity Tax Identification Number | 86-1437114 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 307 Canalot Studios | |
Entity Address, Address Line Two | 222 Kensal Road | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | W10 5BN | |
City Area Code | +44 | |
Local Phone Number | (0)204 558 8849 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | PMNT | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,713,690 | |
Entity Listing, Par Value Per Share | $ 0.0001 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Current assets: | ||
Cash and cash equivalents | $ 1,102 | $ 7,910 |
Restricted cash | 2,850 | |
Accounts receivable, net | 307 | 1,035 |
Inventories, net | 2,018 | 2,230 |
Prepaid and other current assets | 2,386 | 742 |
Total current assets | 8,663 | 11,917 |
Non-current assets: | ||
Property and equipment, net | 461 | 502 |
Operating lease right-of-use asset | 119 | 143 |
Other non-current assets | 46 | 47 |
Total non-current assets | 626 | 692 |
Total Assets | 9,289 | 12,609 |
Current liabilities: | ||
Trade payables | 1,567 | 1,584 |
Accrued expenses | 1,839 | 2,697 |
Operating lease obligations, current portion | 93 | 101 |
Unearned revenue | 1,031 | 420 |
Total current liabilities | 4,530 | 4,802 |
Non-current liabilities: | ||
Operating lease obligations, long-term portion | 28 | 44 |
Total non-current liabilities | 28 | 44 |
Total Liabilities | 4,558 | 4,846 |
Shareholders’ equity: | ||
Common stock; $0.0001 par value; 100,000,000 shares authorized; 15,653,449 shares issued and outstanding as of June 30, 2024 and March 31, 2024, respectively | 1 | 1 |
Additional paid-in capital | 57,194 | 56,824 |
Accumulated other comprehensive loss | (99) | (85) |
Accumulated deficit | (52,365) | (48,977) |
Total shareholders’ equity | 4,731 | 7,763 |
Total Liabilities and Shareholders’ Equity | $ 9,289 | $ 12,609 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Mar. 31, 2024 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,653,449 | 15,653,449 |
Common stock, shares outstanding | 15,653,449 | 15,653,449 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||
Total Revenue | $ 974 | $ 988 |
Cost of goods sold | 618 | 506 |
Gross Profit | 356 | 482 |
Operating Expenses: | ||
Selling, general and administrative expenses | 3,298 | 2,482 |
Marketing and advertising expenses | 453 | 709 |
Total operating expenses | 3,751 | 3,191 |
Loss from operations | (3,395) | (2,709) |
Other income (expense), net | ||
Interest expense | (5) | (374) |
Foreign currency transaction gains | 12 | 410 |
Total other income (expense), net | 7 | 36 |
Net loss | (3,388) | (2,673) |
Other comprehensive gains/(losses) | ||
Foreign currency translation (losses)/gains | (14) | (388) |
Comprehensive loss | $ (3,402) | $ (3,061) |
Net loss per share to common stockholders - basic | $ (0.22) | $ (0.55) |
Net loss per share to common stockholders - diluted | $ (0.22) | $ (0.55) |
Weighted average number of common shares outstanding - basic | 15,653,449 | 4,854,061 |
Weighted average number of common shares outstanding - diluted | 15,653,449 | 4,854,061 |
Wholesale Revenue [Member] | ||
Revenues: | ||
Total Revenue | $ 52 | $ 31 |
Ecommerce Revenue [Member] | ||
Revenues: | ||
Total Revenue | $ 922 | $ 957 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] Series A Convertible [Member] | Preferred Stock [Member] Series B Convertible [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Mar. 31, 2023 | $ 1 | $ 35,910 | $ 203 | $ (40,255) | $ (4,141) | ||
Balance, shares at Mar. 31, 2023 | 5,323,782 | 1,189,998 | 4,824,352 | ||||
Stock compensation expense for employee vested options and restricted stock units | 10 | 10 | |||||
Issuance of common stock for cash | 818 | 818 | |||||
Issuance of common stock for cash, shares | 154,186 | ||||||
Foreign currency translation adjustment | (388) | (388) | |||||
Net loss | (2,673) | (2,673) | |||||
Balance at Jun. 30, 2023 | $ 1 | 36,738 | (185) | (42,928) | (6,374) | ||
Balance, shares at Jun. 30, 2023 | 5,323,782 | 1,189,998 | 4,978,538 | ||||
Balance at Mar. 31, 2024 | $ 1 | 56,824 | (85) | (48,977) | 7,763 | ||
Balance, shares at Mar. 31, 2024 | 15,653,449 | ||||||
Stock compensation expense for employee vested options and restricted stock units | 370 | 370 | |||||
Foreign currency translation adjustment | (14) | (14) | |||||
Net loss | (3,388) | (3,388) | |||||
Balance at Jun. 30, 2024 | $ 1 | $ 57,194 | $ (99) | $ (52,365) | $ 4,731 | ||
Balance, shares at Jun. 30, 2024 | 15,653,449 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (3,388) | $ (2,673) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 106 | 141 |
Bad debt expense | 85 | 93 |
Inventory reserve | (163) | |
Unrealized foreign exchange loss | (496) | |
Stock based compensation cost – employees | 370 | 10 |
Amortization of stock-based marketing services | 185 | |
Amortization of convertible debt finance costs | 174 | |
Accrued interest | 200 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 642 | 352 |
Inventories | 375 | 6 |
Prepaid and other current assets | (1,645) | (526) |
Operating lease right of use asset | 24 | 98 |
Other non-current assets | 1 | |
Operating lease liability | (24) | (98) |
Trade payables | (17) | (304) |
Accrued expenses | (857) | (220) |
Unearned revenue | 611 | 2,255 |
Net cash used in operating activities | (3,880) | (803) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (64) | (29) |
Net cash used in investing activities | (64) | (29) |
Cash flows from financing activities: | ||
Repayment of trade finance facilities, net | (28) | |
Proceeds from issuance of common shares, net | 818 | |
Advances for stock subscription | 452 | |
Net cash provided by financing activities | 1,242 | |
Effect of Exchange Rate Changes on Cash | (14) | 85 |
Net Change in Cash and Cash Equivalents and Restricted Cash | (3,958) | 495 |
Cash and Cash Equivalents and Restricted Cash – beginning of the period | 7,910 | 4,712 |
Cash and Cash Equivalents and Restricted Cash – end of the period | $ 3,952 | $ 5,207 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ (3,388) | $ (2,673) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of operations Perfect Moment Ltd., a Delaware corporation (“Perfect Moment” or “PML” and, together with its subsidiaries unless the context otherwise requires, the “Company”), is an owner and operator of a luxury fashion brand that offers ski, surf, and activewear collections under the brand name Perfect Moment. The Company’s collections are sold directly to customers through e-commerce, sales to wholesale accounts and through other sales partnerships. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete consolidated financial statements. In the opinion of our management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at June 30, 2024, results of operations for the three months ended June 30, 2024 and 2023, consolidated statements of shareholders’ equity (deficit) for the three months ended June 30, 2024 and 2023, and cash flows for the three months ended June 30, 2024 and 2023. The Company’s results for the three months ended June 30, 2024 are not necessarily indicative of the results expected for the full year. You should read these statements in conjunction with our audited consolidated financial statements and management’s discussion and analysis and results of operations included in our Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended March 31, 2024. The terms “fiscal 2025” and “fiscal 2024” refer to the Company’s fiscal year ending March 31, 2025 and fiscal year ended March 31, 2024, respectively. The figures in the notes to the financials are presented in thousands, therefore the 000’s are removed. Principles of consolidation These unaudited condensed consolidated financial statements include the accounts of Perfect Moment Ltd. and its wholly owned subsidiaries; Perfect Moment Asia Limited (“PMA”), Perfect Moment (UK) Limited (“PMUK”), Perfect Moment USA, Inc., (“PMUSA”) and Perfect Moment TM Sarl. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments which are, in the opinion of management, necessary for the fair statement of the financial information for the interim periods presented. All intercompany balances and transactions have been eliminated. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going concern The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Through June 30, 2024, the Company has funded its operations with proceeds from the sale of common stock from the initial public offering, the issuance of common stock, convertible debt, and preferred stock, alongside existing trade, invoice and shareholder financing arrangements. The Company has incurred recurring losses, including a net loss of $ 3,388 3,880 52,365 These factors raise substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended March 31, 2024, expressed substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty. Management’s plans to alleviate the conditions that raise substantial doubt include: ● Taking out short-term loans, purchase order financing and debt factoring to assist with working capital shortfalls ● Exploring sources of long-term funding in the private markets and additional equity financing ● Closely monitoring the collection of debts ● Strategies and plans in place to deliver improved margins in the next financial year The Company’s ability to continue as a going concern for 12 months from the date of these unaudited condensed Consolidated Financial Statements were available to be issued is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts mentioned above. Use of estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the condensed consolidated financial statements and accompanying notes. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these financial statements. Significant estimates inherent in the preparation of the condensed consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory; customer returns; useful lives and impairments of long-lived tangible and intangible assets; realization of deferred tax assets and related uncertain tax positions; and the valuation of stock-based compensation awards. Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences may be material. Revenue recognition The majority of the Company’s revenue is recognized at a point in time based on the transfer of control. In addition, the majority of the Company’s contracts do not contain variable consideration and contract modifications are minimal. The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods. Revenue is reported net of markdowns, discounts and sales taxes collected from customers on behalf of taxing authorities. Revenue is also presented net of an allowance for expected returns where contracts include the right of return. The Company estimates returns on an ongoing basis to estimate the consideration from the customer that the Company expects to ultimately receive. Consideration in determining the Company’s estimates for returns may include agreements with customers, the Company’s return policy and historical and current trends. The Company records the returns as a reduction to net sales in its consolidated statements of operations and the recognition of a provision for returns within accrued expenses in its consolidated balance sheets and the estimated value of inventory expected to be returned as an adjustment to inventories, net. As of June 30, 2024 and March 31, 2024, the returns provision was $ 67 346 Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers. The following table details the revenue split: SCHEDULE OF REVENUE SPLIT June 30, 2024 June 30, 2023 Three Months Ended June 30, 2024 June 30, 2023 Wholesale revenues $ 52 $ 31 Ecommerce revenues 922 957 Total Revenues $ 974 $ 988 Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. For direct-to-consumer ecommerce revenue, the Company receives payment before the customer receives the promised goods. Revenue is only recognized once the goods have been delivered to the customer. Sales to wholesale customers are recognized when the customer has control which will depend on the agreed upon International Commercial Terms. For inventories sold on consignment to wholesalers, the Company records revenue when the inventory is sold to the third-party customer by the wholesaler. The Company may issue merchant credits, which are essentially refund credits. The merchant credits are initially deferred and subsequently recognized as revenue when tendered for payment. Cost of goods sold Cost of goods sold includes the cost of purchased merchandise, which includes: - acquisition and production costs including raw material and labor as applicable; - the cost incurred to deliver inventory to the Company’s third-party distribution centers including freight, non-refundable taxes, duty, and other landing costs; - outbound duties; and - reserves for inventory. Accounts receivable Accounts receivable primarily arise out of sales to wholesale accounts and ecommerce partners. The allowance for doubtful accounts represents management’s best estimate of probable credit losses in accounts receivable using the incurred loss methodology. Receivables are written off against the allowance when management believes that it is probable the amount receivable will not be recovered. Additionally, the Company records higher allowances in the first and third quarters following its peak sales seasons after the Company determines it to be probable that it will not collect the related receivables. As of June 30, 2024 and March 31, 2024, the Company had $ 645 558 307 1,035 Segment reporting Accounting Standards Codification (“ASC”) Topic 280, “Disclosures about Segments of an Enterprise and Related Information” establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. Management has determined that the Company operates in one Geographic concentration Although the Company is organized fundamentally as one business segment, the Company’s revenues are primarily split between three geographic areas: the U.S., Europe and the United Kingdom (the “U.K.”). Customers in these regions are served by our leadership, production and operations teams in the U.K. and Hong Kong. The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world: SCHEDULE OF NET REVENUE BY GEOGRAPHIC AREAS June 30, 2024 June 30, 2023 Three Months Ended June 30, 2024 June 30, 2023 Europe (excluding United Kingdom) $ 175 18 % $ 176 18 % United States 367 38 % 306 31 % United Kingdom 247 25 % 412 42 % Rest of the World 185 19 % 94 9 % Total Revenues $ 974 $ 988 Long-lived assets The long-lived assets of the Company primarily relate to property and equipment, intangible assets and operating lease right-of-use assets in the U.K. and Hong Kong. Total long-lived assets as of June 30, 2024 were $ 504 85 557 98 Supplier concentration For the three months ended June 30, 2024 and 2023, the largest fabric supplier, Toray International Inc., supplied 52 79 Customer concentration No single customer accounted for more than 10 For the three months ended June 30, 2023, we had one major customer, which accounted for approximately 14 134 190 219 Selling, general and administrative expenses (“SG&A”) SG&A expenses consist of all operating costs not otherwise included in cost of goods sold or marketing and advertising expenses. The Company’s selling, general and administrative expenses include personnel costs, sales commissions, the service fees of the Company’s third-party fulfillment and distribution centers, recruitment fees, legal and professional fees, information technology, accounting, travel and lodging, occupancy costs and depreciation and amortization. Foreign currency Foreign currency transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency using the spot rate at the date of the transaction with any resulting gains and losses recognized in operating expenses except for gains and losses arising on intercompany foreign currency transactions that are of a long-term investment nature, which are recorded as a foreign currency translation adjustment in other comprehensive income or loss. The functional currency for each entity included in these condensed consolidated financial statements that is domiciled outside of the United States is generally the applicable local currency. Assets and liabilities of each foreign entity are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Revenue and expenses are translated on a monthly basis using the average rate for that month as a close approximation. Unrealized translation gains and losses are recorded as a foreign currency translation adjustment, which is included in other comprehensive income or loss, which is a component of accumulated other comprehensive income or loss included in shareholders’ deficit. Stock-based compensation The Company accounts for equity based awards according to ASC 505 and 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The Company measures fair value as of the grant date for options and warrants using the Black Scholes option pricing model and for common share awards using a weighted average of the Black Scholes method and probability-weighted expected return method (PWERM). The inputs into the Black Scholes option pricing model are subjective and generally require significant judgment. The fair value of the shares of common and preferred stock has historically been determined by the Company’s management with the assistance of third-party specialists as there was no public market for the common stock up until February 8, 2024. The fair value is obtained by considering a number of objective and subjective factors, including the valuation of comparable companies, sales of preferred stock to unrelated third parties, projected operating and financial performance, the lack of liquidity of common and preferred stock and general and industry specific economic outlook, amongst other factors. The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company’s stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Because the Company was privately held for a portion of the periods covered by these financial statements and historically did not have an active trading market for its common and preferred stock for a sufficient period of time, the expected volatility was estimated based on the average volatility for comparable publicly traded companies, over a period equal to the expected term of the stock option grants. The Company listing on NYSE American on February 8, 2024 and now uses the closing price on the day of grant to determine FMV and for the stock options issued in Q1 2025 the company used the average of a peer group of similar companies based by one or all the following factors to determine volatility: industry, revenue, market capitalization. The risk-free rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock in the foreseeable future. Therefore, the Company uses an expected dividend yield of zero Income / loss per share of common stock Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued using the treasury stock method. Potential shares of common stock are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common stock during the reporting period. Potentially dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. As the Company incurred losses for the three months ended June 30, 2024 and 2023, basic and diluted weighted-average shares are the same in the loss per share calculation, in accordance with ASC 260-10-45-20. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE June 30, June 30, Options to acquire common stock 1,616,550 299,957 Restricted stock units to acquire stock 225,000 - Warrants to acquire common stock 66,700 - Series A convertible preferred stock - 5,323,782 Series B convertible preferred stock - 1,189,998 Convertible debt financing - 2,387,894 Antidilutive securities 1,908,250 9,201,631 On February 12, 2024, all outstanding shares of our Series A and Series B convertible preferred stock were automatically converted into 5,323,782 1,189,998 10,002 1,985 2,497,267 Fair Value of Financial Instruments The Company follows the guidance of ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value under U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values of capital lease obligations and debt obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Reclassifications The Company has reclassified certain costs totaling $ 377 Recently issued accounting pronouncements In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2022-04, “Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”). ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. ASU 2022-04 is effective for the Company for the year ended March 31, 2024 and is to be applied retrospectively to all periods in which a balance sheet is presented. The annual roll forward disclosure is not required to be made until the year ending March 31, 2025 and is to be applied prospectively. The Company doesn’t believe the adoption will have a material effect on the financial statements. Other than the new disclosure requirements, ASU 2022-04 will not have an impact on the Company’s consolidated financial statements. In March 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-01 to amend the guidance in Accounting Standards Codification (“ASC”) 718 Compensation—Stock Compensation (Topic 718). Some entities compensate employees or other service providers by granting profits interest awards, which generally give the grantee an opportunity to participate in future profits and/or equity appreciation of the entity but do not give them rights to existing net assets of the entity. ASU 2024-01 adds an example showing how to apply the scope guidance in ASC 718 to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements. The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company does not currently anticipate that the guidance will have a material impact on its financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This standard will be effective for the Company on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The updates required by this standard should be applied retrospectively to all periods presented in the financial statements. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows. ASUs recently issued but not listed above were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial position or results of operations |
CASH
CASH | 3 Months Ended |
Jun. 30, 2024 | |
Cash and Cash Equivalents [Abstract] | |
CASH | NOTE 3. CASH Cash consisted of the following as of June 30, 2024 and March 31, 2024. SCHEDULE OF CASH June 30, March 31, $’000 $’000 Cash and cash equivalents $ 1,102 $ 7,910 Restricted cash 2,850 - Total Cash $ 3,952 $ 7,910 Restricted cash represents amounts pledged as collateral against the trade finance facility that is currently limited to the issuance of letters of credit to suppliers. As of June 30, 2024, we have $ 2,850 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4. INVENTORIES Inventories are initially measured at cost and subsequently measured at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The following table details the primary categories for the periods presented. SCHEDULE OF INVENTORY June 30, 2024 March 31, 2024 $’000 $’000 Finished goods $ 2,304 $ 2,680 Raw materials 716 721 Goods in transit 21 14 Finished goods on consignment 203 205 Total inventories 3,244 3,620 Inventory reserve (1,226 ) (1,390 ) Total inventories, net $ 2,018 $ 2,230 Third-party services are used to warehouse and distribute inventory. Per the terms of one third-party service contract, a lien may be placed on the Company’s inventory if the Company fails to make a payment for services within 30 days from the date the third-party supplier notifies the Company of an outstanding payment. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of June 30, 2024 and March 31, 2024. SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2024 March 31, 2024 $’000 $’000 Furniture and fixtures $ 177 $ 177 Office equipment 57 57 Leasehold improvements 29 29 Software and website development 1,948 1,886 Computer equipment 126 121 Total property and equipment 2,337 2,270 Accumulated depreciation (1,876 ) (1,768 ) Total property and equipment, net $ 461 $ 502 Depreciation expense related to property and equipment was $ 105 139 |
TRADE FINANCE FACILITY
TRADE FINANCE FACILITY | 3 Months Ended |
Jun. 30, 2024 | |
Trade Finance Facility | |
TRADE FINANCE FACILITY | NOTE 6. TRADE FINANCE FACILITY The Company, through PMA, has a trade finance facility extended on goods for which letters of credit are issued to the Company’s suppliers by HSBC. As of June 30, 2024 and March 31, 2024, the outstanding balance under the trade finance facility was $ 0 5.0 2,850 0 3.0 3.3 1.0 4.0 3,150 April 30, 2023 1.0 The UBS standby documentary credit was extended on November 26, 2023 through January 26, 2024 at a 10% interest rate. 4.0 3,150 2,000 8 10 2.0 |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 7. COMMON STOCK Common stock There were no common stock transactions during the three months ended June 30, 2024. During the three months ended June 30, 2023, the Company issued 154,186 0.0001 6.00 818 107 |
RESTRICTED STOCK UNITS
RESTRICTED STOCK UNITS | 3 Months Ended |
Jun. 30, 2024 | |
Restricted Stock Units | |
RESTRICTED STOCK UNITS | NOTE 8. RESTRICTED STOCK UNITS Restricted Stock Units A summary of restricted stock unit activity for the three months ended June 30, 2024 is presented below. SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY Weighted- Average Grant Date Shares Fair Value Fair Value Non-vested at March 31, 2024 225,000 $ 801 $ 4.10 Granted - - - Vested/deemed vested - (77 ) - Forfeited - - - Non-vested at June 30, 2024 225,000 $ 724 $ 4.10 The total fair value of restricted stock units that vested or deemed vested during the three months ended June 30, 2024 was $ 77 724 |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 9. STOCK OPTIONS The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance units and performance shares to employees, directors and consultants of the Company or any parent or subsidiary of the Company. The purpose of the 2021 Plan is to enable the Company to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants of the Company or any parent or subsidiary of the Company, and to promote the success of the Company’s business. The Company has 2,527,944 A summary of option activity for the periods ended June 20, 2024 and March 31, 2024 are presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at March 31, 2024 1,108,356 3.42 3.45 595 Granted 508,194 2.40 - - Forfeited - - - - Exercised - - - - Outstanding at June 30, 2024 1,615,550 $ 3.10 3.30 $ 350 Vested June 30, 2024 519,234 $ 2.42 $ 350 Exercisable at June 30, 2024 302,688 $ 1.50 $ 350 During the three months ended June 30, 2024, the Company granted stock options to employees to purchase 508,194 2.40 ten years 1,188 The total stock compensation expense recognized related to vesting of stock options for the three months ended June 30, 2024 and June 30, 2023 amounted to $ 293 10 2,657 At June 30, 2024, the intrinsic value of the outstanding options under the 2021 Plan was $ 350 The fair value of the share option awards was estimated using the Black-Scholes method and probability-weighted expected return method (PWERM) based on the following weighted-average assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF SHARE OPTION AWARDS Three Months Three Months June 30, June 30, Expected life in years 10.0 - Stock price volatility 138.4 % 0 % Risk free interest rate 2.09 % 0 % Expected dividends 0 % 0 % Forfeiture rate 19 % 0 % |
STOCK WARRANTS
STOCK WARRANTS | 3 Months Ended |
Jun. 30, 2024 | |
Stock Warrants | |
STOCK WARRANTS | NOTE 10. STOCK WARRANTS A summary of warrant activity for the three months ended June 30, 2024 is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at March 31, 2024 66,700 $ 7.50 4.87 $ - Granted - - - - Forfeited - - - - Exercised - - - - Outstanding at June 30, 2024, all vested 66,700 $ 7.50 4.62 $ - No warrants were issued for the three months ended June 30, 2024. As of June 30, 2024 the outstanding warrants had no |
FOREIGN CURRENCY TRANSLATION
FOREIGN CURRENCY TRANSLATION | 3 Months Ended |
Jun. 30, 2024 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY TRANSLATION | NOTE 11. FOREIGN CURRENCY TRANSLATION We report all currency amounts in USD. The Company’s subsidiaries in the U.K., Hong Kong and Switzerland maintain their books and records in their functional currencies, which are GBP, HKD and CHF, respectively. When consolidating the subsidiaries with non-USD functional currencies, we translate the amounts of assets and liabilities into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within shareholders’ deficit. We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: SCHEDULE OF FOREIGN CURRENCY TRANSLATION Period end exchange rate: June 30, March 31, GBP:USD 1.26461 1.26254 HKD:USD 0.12807 0.12778 CHF:USD 1.11056 1.10871 Year end exchange rate 1.11056 1.10871 Average exchange rate: June 30, June 30, Three Months Ended June 30, June 30, GBP:USD 1.27033 1.25203 HKD:USD 0.12803 0.12756 CHF:USD 1.11758 1.11236 Average exchange rate 1.11758 1.11236 The following table, reported in USD, disaggregates our cash balances by currency denomination: SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION Cash denominated in: June 30, March 31, $’000 $’000 USD $ 3,465 $ 7,187 GBP 219 598 HKD 116 27 CHF 13 14 EUR 139 84 Cash $ 3,952 $ 7,910 Our cash primarily consists of funds held in bank accounts and third party payment platforms. SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS Cash held by Chase $ 404 $ 6,180 Cash held by HSBC 659 1,637 Restricted cash held by HSBC 2,850 - Cash held by other banks 23 45 Cash held by third party payment platforms 15 46 Petty cash 1 2 Total Cash $ 3,952 $ 7,910 With the exception of petty cash, all our cash consists of funds held in bank accounts and third-party payment platforms. The Company maintains the majority of cash at HSBC where the balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250 250 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Legal proceedings - On December 20, 2023, Aspen Skiing Company, LLC filed a complaint against the Company in the United States District Court for the District of Colorado, alleging, among other things, trademark infringement, false association, false endorsement, unfair competition and deceptive trade practices by the Company. Management has determined, after the advice of legal counsel, that the claims and actions related to such complaint are not expected to have a material adverse effect on our financial condition because management believes that the lawsuit will not succeed on the merits and the risk of any material loss is remote. The claims relate to the Company’s social media posts of models and influencers in ski gondolas on the mountain owned by Aspen Skiing Company and now discontinued limited edition clothing sold by the Company that included images, which were licensed by the Company from a photographer, of a skier’s rest area in Aspen that Aspen Skiing Company calls the “AspenX Beach Club.” The complaint seeks injunctive relief, but no motion for injunctive relief has been filed in the suit. The complaint also seeks delivery of all infringing material to Aspen Skiing Company and an award of the Company’s profits and Aspen Skiing Company’s damages in an amount to be determined at trial, costs incurred by Aspen Skiing Company in the action, their attorney’s fees and treble damages. The Company believes these claims are without merit and will continue to vigorously defend against these claims. Capital commitments 7,316 2,850 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13. RELATED PARTY TRANSACTIONS Certain directors of the Company and its subsidiaries provided consulting and advisory services for the Company which are recognized in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations. Below are the directors of the Company and its subsidiaries, that provided consulting and advisory services. SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES June 30, 2024 June 30, 2023 Three Months Ended June 30, 2024 June 30, 2023 (A) $ - $ 45 (B) - 68 (C) - 12 Total Revenues $ - $ 125 (A) We, through PMA, are party to a consulting agreement with Max Gottschalk, dated May 15, 2019, which continues until terminated in accordance with its terms, during which Mr. Gottschalk is entitled to receive fees for services rendered amounting to £ 8,000 12,000 (B) We were party to a consulting agreement with Tracy Barwin, dated November 18, 2022, pursuant to which Ms. Barwin was entitled to receive £ 1,500 (C) We, through PMA, were party to a consulting agreement with Arnhem Consulting Limited (“Arnhem”), a company controlled by Andre Keijsers, dated February 28, 2017, pursuant to which Arnhem was entitled to receive £ 1,200 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Subsequent to June 30, 2024, the Company signed a six-month lease in SOHO New York for the Company’s first pop-up retail location. The Company is committed to approximately $ 350 Shares Issued for Services Subsequent to June 30, 2024, the Company issued 60,241 shares of common stock to a vendor for services rendered and to be rendered with a fair value of $100. These shares of common stock were valued based on the market value of the Company’s common stock price at the issuance date or the date the Company entered into the agreement related to the issuance. Employee Stock Plans Subsequent to June 30, 2024, the Company granted stock options to an employee to purchase 60,000 shares of common stock for services rendered with a fair value of $ 125 . The options have an exercise price of $ 2.15 per share, expire in ten years , vesting equally over four years from July 1, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Going concern | Going concern The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Through June 30, 2024, the Company has funded its operations with proceeds from the sale of common stock from the initial public offering, the issuance of common stock, convertible debt, and preferred stock, alongside existing trade, invoice and shareholder financing arrangements. The Company has incurred recurring losses, including a net loss of $ 3,388 3,880 52,365 These factors raise substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended March 31, 2024, expressed substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty. Management’s plans to alleviate the conditions that raise substantial doubt include: ● Taking out short-term loans, purchase order financing and debt factoring to assist with working capital shortfalls ● Exploring sources of long-term funding in the private markets and additional equity financing ● Closely monitoring the collection of debts ● Strategies and plans in place to deliver improved margins in the next financial year The Company’s ability to continue as a going concern for 12 months from the date of these unaudited condensed Consolidated Financial Statements were available to be issued is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts mentioned above. |
Use of estimates | Use of estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the condensed consolidated financial statements and accompanying notes. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these financial statements. Significant estimates inherent in the preparation of the condensed consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory; customer returns; useful lives and impairments of long-lived tangible and intangible assets; realization of deferred tax assets and related uncertain tax positions; and the valuation of stock-based compensation awards. Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences may be material. |
Revenue recognition | Revenue recognition The majority of the Company’s revenue is recognized at a point in time based on the transfer of control. In addition, the majority of the Company’s contracts do not contain variable consideration and contract modifications are minimal. The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods. Revenue is reported net of markdowns, discounts and sales taxes collected from customers on behalf of taxing authorities. Revenue is also presented net of an allowance for expected returns where contracts include the right of return. The Company estimates returns on an ongoing basis to estimate the consideration from the customer that the Company expects to ultimately receive. Consideration in determining the Company’s estimates for returns may include agreements with customers, the Company’s return policy and historical and current trends. The Company records the returns as a reduction to net sales in its consolidated statements of operations and the recognition of a provision for returns within accrued expenses in its consolidated balance sheets and the estimated value of inventory expected to be returned as an adjustment to inventories, net. As of June 30, 2024 and March 31, 2024, the returns provision was $ 67 346 Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers. The following table details the revenue split: SCHEDULE OF REVENUE SPLIT June 30, 2024 June 30, 2023 Three Months Ended June 30, 2024 June 30, 2023 Wholesale revenues $ 52 $ 31 Ecommerce revenues 922 957 Total Revenues $ 974 $ 988 Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. For direct-to-consumer ecommerce revenue, the Company receives payment before the customer receives the promised goods. Revenue is only recognized once the goods have been delivered to the customer. Sales to wholesale customers are recognized when the customer has control which will depend on the agreed upon International Commercial Terms. For inventories sold on consignment to wholesalers, the Company records revenue when the inventory is sold to the third-party customer by the wholesaler. The Company may issue merchant credits, which are essentially refund credits. The merchant credits are initially deferred and subsequently recognized as revenue when tendered for payment. |
Cost of goods sold | Cost of goods sold Cost of goods sold includes the cost of purchased merchandise, which includes: - acquisition and production costs including raw material and labor as applicable; - the cost incurred to deliver inventory to the Company’s third-party distribution centers including freight, non-refundable taxes, duty, and other landing costs; - outbound duties; and - reserves for inventory. |
Accounts receivable | Accounts receivable Accounts receivable primarily arise out of sales to wholesale accounts and ecommerce partners. The allowance for doubtful accounts represents management’s best estimate of probable credit losses in accounts receivable using the incurred loss methodology. Receivables are written off against the allowance when management believes that it is probable the amount receivable will not be recovered. Additionally, the Company records higher allowances in the first and third quarters following its peak sales seasons after the Company determines it to be probable that it will not collect the related receivables. As of June 30, 2024 and March 31, 2024, the Company had $ 645 558 307 1,035 |
Segment reporting | Segment reporting Accounting Standards Codification (“ASC”) Topic 280, “Disclosures about Segments of an Enterprise and Related Information” establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. Management has determined that the Company operates in one |
Geographic concentration | Geographic concentration Although the Company is organized fundamentally as one business segment, the Company’s revenues are primarily split between three geographic areas: the U.S., Europe and the United Kingdom (the “U.K.”). Customers in these regions are served by our leadership, production and operations teams in the U.K. and Hong Kong. The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world: SCHEDULE OF NET REVENUE BY GEOGRAPHIC AREAS June 30, 2024 June 30, 2023 Three Months Ended June 30, 2024 June 30, 2023 Europe (excluding United Kingdom) $ 175 18 % $ 176 18 % United States 367 38 % 306 31 % United Kingdom 247 25 % 412 42 % Rest of the World 185 19 % 94 9 % Total Revenues $ 974 $ 988 |
Long-lived assets | Long-lived assets The long-lived assets of the Company primarily relate to property and equipment, intangible assets and operating lease right-of-use assets in the U.K. and Hong Kong. Total long-lived assets as of June 30, 2024 were $ 504 85 557 98 |
Supplier concentration | Supplier concentration For the three months ended June 30, 2024 and 2023, the largest fabric supplier, Toray International Inc., supplied 52 79 |
Customer concentration | Customer concentration No single customer accounted for more than 10 For the three months ended June 30, 2023, we had one major customer, which accounted for approximately 14 134 190 219 |
Selling, general and administrative expenses (“SG&A”) | Selling, general and administrative expenses (“SG&A”) SG&A expenses consist of all operating costs not otherwise included in cost of goods sold or marketing and advertising expenses. The Company’s selling, general and administrative expenses include personnel costs, sales commissions, the service fees of the Company’s third-party fulfillment and distribution centers, recruitment fees, legal and professional fees, information technology, accounting, travel and lodging, occupancy costs and depreciation and amortization. |
Foreign currency | Foreign currency Foreign currency transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency using the spot rate at the date of the transaction with any resulting gains and losses recognized in operating expenses except for gains and losses arising on intercompany foreign currency transactions that are of a long-term investment nature, which are recorded as a foreign currency translation adjustment in other comprehensive income or loss. The functional currency for each entity included in these condensed consolidated financial statements that is domiciled outside of the United States is generally the applicable local currency. Assets and liabilities of each foreign entity are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Revenue and expenses are translated on a monthly basis using the average rate for that month as a close approximation. Unrealized translation gains and losses are recorded as a foreign currency translation adjustment, which is included in other comprehensive income or loss, which is a component of accumulated other comprehensive income or loss included in shareholders’ deficit. |
Stock-based compensation | Stock-based compensation The Company accounts for equity based awards according to ASC 505 and 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The Company measures fair value as of the grant date for options and warrants using the Black Scholes option pricing model and for common share awards using a weighted average of the Black Scholes method and probability-weighted expected return method (PWERM). The inputs into the Black Scholes option pricing model are subjective and generally require significant judgment. The fair value of the shares of common and preferred stock has historically been determined by the Company’s management with the assistance of third-party specialists as there was no public market for the common stock up until February 8, 2024. The fair value is obtained by considering a number of objective and subjective factors, including the valuation of comparable companies, sales of preferred stock to unrelated third parties, projected operating and financial performance, the lack of liquidity of common and preferred stock and general and industry specific economic outlook, amongst other factors. The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company’s stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Because the Company was privately held for a portion of the periods covered by these financial statements and historically did not have an active trading market for its common and preferred stock for a sufficient period of time, the expected volatility was estimated based on the average volatility for comparable publicly traded companies, over a period equal to the expected term of the stock option grants. The Company listing on NYSE American on February 8, 2024 and now uses the closing price on the day of grant to determine FMV and for the stock options issued in Q1 2025 the company used the average of a peer group of similar companies based by one or all the following factors to determine volatility: industry, revenue, market capitalization. The risk-free rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock in the foreseeable future. Therefore, the Company uses an expected dividend yield of zero |
Income / loss per share of common stock | Income / loss per share of common stock Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued using the treasury stock method. Potential shares of common stock are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common stock during the reporting period. Potentially dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. As the Company incurred losses for the three months ended June 30, 2024 and 2023, basic and diluted weighted-average shares are the same in the loss per share calculation, in accordance with ASC 260-10-45-20. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE June 30, June 30, Options to acquire common stock 1,616,550 299,957 Restricted stock units to acquire stock 225,000 - Warrants to acquire common stock 66,700 - Series A convertible preferred stock - 5,323,782 Series B convertible preferred stock - 1,189,998 Convertible debt financing - 2,387,894 Antidilutive securities 1,908,250 9,201,631 On February 12, 2024, all outstanding shares of our Series A and Series B convertible preferred stock were automatically converted into 5,323,782 1,189,998 10,002 1,985 2,497,267 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance of ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value under U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values of capital lease obligations and debt obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
Reclassifications | Reclassifications The Company has reclassified certain costs totaling $ 377 |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2022-04, “Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”). ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. ASU 2022-04 is effective for the Company for the year ended March 31, 2024 and is to be applied retrospectively to all periods in which a balance sheet is presented. The annual roll forward disclosure is not required to be made until the year ending March 31, 2025 and is to be applied prospectively. The Company doesn’t believe the adoption will have a material effect on the financial statements. Other than the new disclosure requirements, ASU 2022-04 will not have an impact on the Company’s consolidated financial statements. In March 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-01 to amend the guidance in Accounting Standards Codification (“ASC”) 718 Compensation—Stock Compensation (Topic 718). Some entities compensate employees or other service providers by granting profits interest awards, which generally give the grantee an opportunity to participate in future profits and/or equity appreciation of the entity but do not give them rights to existing net assets of the entity. ASU 2024-01 adds an example showing how to apply the scope guidance in ASC 718 to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements. The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company does not currently anticipate that the guidance will have a material impact on its financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This standard will be effective for the Company on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The updates required by this standard should be applied retrospectively to all periods presented in the financial statements. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows. ASUs recently issued but not listed above were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial position or results of operations |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REVENUE SPLIT | Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers. The following table details the revenue split: SCHEDULE OF REVENUE SPLIT June 30, 2024 June 30, 2023 Three Months Ended June 30, 2024 June 30, 2023 Wholesale revenues $ 52 $ 31 Ecommerce revenues 922 957 Total Revenues $ 974 $ 988 |
SCHEDULE OF NET REVENUE BY GEOGRAPHIC AREAS | The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world: SCHEDULE OF NET REVENUE BY GEOGRAPHIC AREAS June 30, 2024 June 30, 2023 Three Months Ended June 30, 2024 June 30, 2023 Europe (excluding United Kingdom) $ 175 18 % $ 176 18 % United States 367 38 % 306 31 % United Kingdom 247 25 % 412 42 % Rest of the World 185 19 % 94 9 % Total Revenues $ 974 $ 988 |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE June 30, June 30, Options to acquire common stock 1,616,550 299,957 Restricted stock units to acquire stock 225,000 - Warrants to acquire common stock 66,700 - Series A convertible preferred stock - 5,323,782 Series B convertible preferred stock - 1,189,998 Convertible debt financing - 2,387,894 Antidilutive securities 1,908,250 9,201,631 |
CASH (Tables)
CASH (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Cash and Cash Equivalents [Abstract] | |
SCHEDULE OF CASH | Cash consisted of the following as of June 30, 2024 and March 31, 2024. SCHEDULE OF CASH June 30, March 31, $’000 $’000 Cash and cash equivalents $ 1,102 $ 7,910 Restricted cash 2,850 - Total Cash $ 3,952 $ 7,910 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventories are initially measured at cost and subsequently measured at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The following table details the primary categories for the periods presented. SCHEDULE OF INVENTORY June 30, 2024 March 31, 2024 $’000 $’000 Finished goods $ 2,304 $ 2,680 Raw materials 716 721 Goods in transit 21 14 Finished goods on consignment 203 205 Total inventories 3,244 3,620 Inventory reserve (1,226 ) (1,390 ) Total inventories, net $ 2,018 $ 2,230 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following as of June 30, 2024 and March 31, 2024. SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2024 March 31, 2024 $’000 $’000 Furniture and fixtures $ 177 $ 177 Office equipment 57 57 Leasehold improvements 29 29 Software and website development 1,948 1,886 Computer equipment 126 121 Total property and equipment 2,337 2,270 Accumulated depreciation (1,876 ) (1,768 ) Total property and equipment, net $ 461 $ 502 |
RESTRICTED STOCK UNITS (Tables)
RESTRICTED STOCK UNITS (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Restricted Stock Units | |
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY | A summary of restricted stock unit activity for the three months ended June 30, 2024 is presented below. SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY Weighted- Average Grant Date Shares Fair Value Fair Value Non-vested at March 31, 2024 225,000 $ 801 $ 4.10 Granted - - - Vested/deemed vested - (77 ) - Forfeited - - - Non-vested at June 30, 2024 225,000 $ 724 $ 4.10 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of option activity for the periods ended June 20, 2024 and March 31, 2024 are presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at March 31, 2024 1,108,356 3.42 3.45 595 Granted 508,194 2.40 - - Forfeited - - - - Exercised - - - - Outstanding at June 30, 2024 1,615,550 $ 3.10 3.30 $ 350 Vested June 30, 2024 519,234 $ 2.42 $ 350 Exercisable at June 30, 2024 302,688 $ 1.50 $ 350 |
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF SHARE OPTION AWARDS | The fair value of the share option awards was estimated using the Black-Scholes method and probability-weighted expected return method (PWERM) based on the following weighted-average assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF SHARE OPTION AWARDS Three Months Three Months June 30, June 30, Expected life in years 10.0 - Stock price volatility 138.4 % 0 % Risk free interest rate 2.09 % 0 % Expected dividends 0 % 0 % Forfeiture rate 19 % 0 % |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Stock Warrants | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of warrant activity for the three months ended June 30, 2024 is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at March 31, 2024 66,700 $ 7.50 4.87 $ - Granted - - - - Forfeited - - - - Exercised - - - - Outstanding at June 30, 2024, all vested 66,700 $ 7.50 4.62 $ - |
FOREIGN CURRENCY TRANSLATION (T
FOREIGN CURRENCY TRANSLATION (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Foreign Currency [Abstract] | |
SCHEDULE OF FOREIGN CURRENCY TRANSLATION | We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: SCHEDULE OF FOREIGN CURRENCY TRANSLATION Period end exchange rate: June 30, March 31, GBP:USD 1.26461 1.26254 HKD:USD 0.12807 0.12778 CHF:USD 1.11056 1.10871 Year end exchange rate 1.11056 1.10871 Average exchange rate: June 30, June 30, Three Months Ended June 30, June 30, GBP:USD 1.27033 1.25203 HKD:USD 0.12803 0.12756 CHF:USD 1.11758 1.11236 Average exchange rate 1.11758 1.11236 |
SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION | The following table, reported in USD, disaggregates our cash balances by currency denomination: SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION Cash denominated in: June 30, March 31, $’000 $’000 USD $ 3,465 $ 7,187 GBP 219 598 HKD 116 27 CHF 13 14 EUR 139 84 Cash $ 3,952 $ 7,910 |
SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS | Our cash primarily consists of funds held in bank accounts and third party payment platforms. SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS Cash held by Chase $ 404 $ 6,180 Cash held by HSBC 659 1,637 Restricted cash held by HSBC 2,850 - Cash held by other banks 23 45 Cash held by third party payment platforms 15 46 Petty cash 1 2 Total Cash $ 3,952 $ 7,910 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES | Below are the directors of the Company and its subsidiaries, that provided consulting and advisory services. SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES June 30, 2024 June 30, 2023 Three Months Ended June 30, 2024 June 30, 2023 (A) $ - $ 45 (B) - 68 (C) - 12 Total Revenues $ - $ 125 (A) We, through PMA, are party to a consulting agreement with Max Gottschalk, dated May 15, 2019, which continues until terminated in accordance with its terms, during which Mr. Gottschalk is entitled to receive fees for services rendered amounting to £ 8,000 12,000 (B) We were party to a consulting agreement with Tracy Barwin, dated November 18, 2022, pursuant to which Ms. Barwin was entitled to receive £ 1,500 (C) We, through PMA, were party to a consulting agreement with Arnhem Consulting Limited (“Arnhem”), a company controlled by Andre Keijsers, dated February 28, 2017, pursuant to which Arnhem was entitled to receive £ 1,200 |
SCHEDULE OF REVENUE SPLIT (Deta
SCHEDULE OF REVENUE SPLIT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Product Information [Line Items] | ||
Total Revenues | $ 974 | $ 988 |
Wholesale Revenue [Member] | ||
Product Information [Line Items] | ||
Total Revenues | 52 | 31 |
Ecommerce Revenue [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 922 | $ 957 |
SCHEDULE OF NET REVENUE BY GEOG
SCHEDULE OF NET REVENUE BY GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Product Information [Line Items] | ||
Total Revenues | $ 974 | $ 988 |
Europe (Excluding United Kingdom) [Member] | Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 175 | $ 176 |
Total Revenues, percentage | 18% | 18% |
UNITED STATES | Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 367 | $ 306 |
Total Revenues, percentage | 38% | 31% |
UNITED KINGDOM | Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 247 | $ 412 |
Total Revenues, percentage | 25% | 42% |
Rest of the World [Member] | Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 185 | $ 94 |
Total Revenues, percentage | 19% | 9% |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE (Details) - shares | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,908,250 | 9,201,631 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,616,550 | 299,957 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 225,000 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 66,700 | |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 5,323,782 | |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,189,998 | |
Convertible Debt Financing [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 2,387,894 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | ||||
Feb. 12, 2024 USD ($) shares | Jun. 30, 2024 USD ($) Segment | Jun. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Net loss | $ 3,388,000 | $ 2,673,000 | |||
Cash used in operations | 3,880,000 | 803,000 | |||
Accumulated deficit | 52,365,000 | $ 48,977,000 | |||
Provision for inventory returns | 67,000 | 346,000 | |||
Allowance for doubtful accounts | 645,000 | 558,000 | |||
Accounts receivable | $ 307,000 | 1,035,000 | |||
Number of operating segments | Segment | 1 | ||||
Expected dividend yield | 0% | ||||
Selling, general and administrative expenses | $ 3,298,000 | 2,482,000 | |||
Previously Reported [Member] | |||||
Cost of sales | 377 | ||||
Revision of Prior Period, Reclassification, Adjustment [Member] | |||||
Selling, general and administrative expenses | 377 | ||||
Common Stock [Member] | |||||
Net loss | |||||
Convertible Debt [Member] | |||||
Principal amount converted | $ 10,002,000 | ||||
Accrued interest amount converted | $ 1,985,000 | ||||
Convertible Debt [Member] | Common Stock [Member] | |||||
Shares issued upon debt conversion | shares | 2,497,267 | ||||
Series A Convertible Preferred Stock [Member] | IPO [Member] | |||||
Common stock issued upon conversion | shares | 5,323,782 | ||||
Series B Convertible Preferred Stock [Member] | IPO [Member] | |||||
Common stock issued upon conversion | shares | 1,189,998 | ||||
Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Toray International Inc [Member] | |||||
Concentration risk percentage | 52% | 79% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | No Customer [Member] | |||||
Concentration risk percentage | 10% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Major Customer [Member] | |||||
Concentration risk percentage | 14% | ||||
Revenues | $ 134,000 | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | No Customer [Member] | |||||
Concentration risk percentage | 10% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Major Customer [Member] | |||||
Accounts receivable | $ 190,000 | $ 219,000 | |||
UNITED KINGDOM | |||||
Total long lived assets | $ 504,000 | 557,000 | |||
HONG KONG | |||||
Total long lived assets | $ 85,000 | $ 98,000 |
SCHEDULE OF CASH (Details)
SCHEDULE OF CASH (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 1,102 | $ 7,910 | ||
Restricted cash | 2,850 | |||
Total Cash | $ 3,952 | $ 7,910 | $ 5,207 | $ 4,712 |
CASH (Details Narrative)
CASH (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Variable Interest Entity [Line Items] | ||
Restricted cash | $ 2,850 | |
Letter of Credit [Member] | ||
Variable Interest Entity [Line Items] | ||
Restricted cash | $ 2,850 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 2,304 | $ 2,680 |
Raw materials | 716 | 721 |
Goods in transit | 21 | 14 |
Finished goods on consignment | 203 | 205 |
Total inventories | 3,244 | 3,620 |
Inventory reserve | (1,226) | (1,390) |
Total inventories, net | $ 2,018 | $ 2,230 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,337 | $ 2,270 |
Accumulated depreciation | (1,876) | (1,768) |
Total property and equipment, net | 461 | 502 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 177 | 177 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 57 | 57 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 29 | 29 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,948 | 1,886 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 126 | $ 121 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 105 | $ 139 |
TRADE FINANCE FACILITY (Details
TRADE FINANCE FACILITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Mar. 31, 2024 | May 31, 2023 | |
Joachim Gottschalk and Associates Ltd [Member] | |||
Trade finance facility | $ 4,000 | ||
Joachim Gottschalk and Associates Ltd [Member] | Minimum [Member] | |||
Accrued interest rate | 8% | ||
Corporate Debt Securities [Member] | |||
Trade finance facility | $ 2,000 | ||
UBS Switzerland AG [Member] | |||
Expiration date | Apr. 30, 2023 | ||
Standby Letters of Credit [Member] | Joachim Gottschalk and Associates Ltd [Member] | |||
Line of credit, renewed date description | The UBS standby documentary credit was extended on November 26, 2023 through January 26, 2024 at a 10% interest rate. | ||
Standby Letters of Credit [Member] | UBS Switzerland AG [Member] | Joachim Gottschalk and Associates Ltd [Member] | |||
Trade finance facility | $ 1,000 | ||
Standby Letters of Credit [Member] | UBS Switzerland AG [Member] | Corporate Debt Securities [Member] | |||
Trade finance facility | $ 3,150 | ||
Replaced line of credit | $ 2,000 | ||
Hong Kong Interbank Offered Rate [Member] | |||
Interest rate, percentage | 3% | ||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Interest rate, percentage | 3.30% | ||
Board of Directors Chairman [Member] | |||
Trade finance facility | $ 4,000 | ||
Board of Directors Chairman [Member] | Corporate Debt Securities [Member] | |||
Trade finance facility | $ 3,150 | ||
Maximum [Member] | Joachim Gottschalk and Associates Ltd [Member] | |||
Accrued interest rate | 10% | ||
Trade Finance Facility [Member] | |||
Trade finance facility | |||
Letter of credit, outstanding amount | 2,850 | 0 | |
Trade Finance Facility [Member] | Standby Letters of Credit [Member] | UBS Switzerland AG [Member] | |||
Trade finance facility | 1,000 | ||
Trade Finance Facility [Member] | Suppliers by HSBC [Member] | |||
Available trade finance facility | $ 5,000 | $ 5,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Proceeds from sale of common stock | $ 818 | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares issued | 154,186 | ||
Common stock, par value | $ 0.0001 | ||
Purchase price per share | $ 6 | ||
Proceeds from sale of common stock | $ 818 | ||
broker fees and expenses | $ 107 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Restricted Stock Units | |
Non-vested, shares outstanding | shares | 225,000 |
Fair value, outstanding | $ | $ 801 |
Weighted average grant date fair value, outstanding | $ / shares | $ 4.10 |
Non-vested, shares, granted | shares | |
Fair value, granted | $ | |
Weighted average grant date fair value, granted | $ / shares | |
Non-vested, shares, vested/deemed vested | shares | |
Fair value, vested/deemed vested | $ | $ (77) |
Weighted average grant date fair value, vested/deemed vested | $ / shares | |
Non-vested, shares, forfeited | shares | |
Fair value, forfeited | $ | |
Weighted average grant date fair value, forfeited | $ / shares | |
Non-vested, shares outstanding | shares | 225,000 |
Fair value, outstanding | $ | $ 724 |
Weighted average grant date fair value, outstanding | $ / shares | $ 4.10 |
RESTRICTED STOCK UNITS (Details
RESTRICTED STOCK UNITS (Details Narrative) $ in Thousands | 3 Months Ended |
Jun. 30, 2024 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of units vested or deemed vested | $ 77 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation | 724 |
Restricted Stock Units (RSUs) [Member] | Selling, General and Administrative Expenses [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of units vested or deemed vested | $ 77 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options, outstanding | 1,108,356 | |
Weighted average exercise price, outstanding | $ 3.42 | |
Weighted average remaining contractual life (years) | 3 years 3 months 18 days | 3 years 5 months 12 days |
Aggregate intrinsic value, outstanding | $ 595 | |
Number of options, granted | 508,194 | |
Weighted average exercise price, granted | $ 2.40 | |
Number of options, forfeited | ||
Weighted average exercise price, forfeited | ||
Number of options, exercised | ||
Weighted average exercise price, exercised | ||
Number of options, outstanding | 1,615,550 | 1,108,356 |
Weighted average exercise price, outstanding | $ 3.10 | $ 3.42 |
Aggregate intrinsic value, outstanding | $ 350 | $ 595 |
Number of options, vested | 519,234 | |
Weighted average exercise price, vested | $ 2.42 | |
Aggregate intrinsic value, vested | $ 350 | |
Number of options, Exercisable | 302,688 | |
Weighted average exercise price, exercisable | $ 1.50 | |
Aggregate intrinsic value, Exercisable | $ 350 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF SHARE OPTION AWARDS (Details) | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividends | 0% | |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life in years | 10 years | |
Stock price volatility | 138.40% | 0% |
Risk free interest rate | 2.09% | 0% |
Expected dividends | 0% | 0% |
Forfeiture rate | 19% | 0% |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options granted | 508,194 | ||
Options exercise price | $ 2.40 | ||
Options expiration period | 10 years | ||
Fair value of options granted | $ 1,188 | ||
Stock compensation expense | 293 | $ 10 | |
Unrecognized stock-based compensation | 2,657 | ||
Intrinsic value, outstanding options | $ 350 | $ 595 | |
2021 Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares available to issuance | 2,527,944 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Mar. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average grant date fair value, outstanding | $ 4.10 | |
Weighted average exercise price, warrants granted | ||
Weighted average exercise price, warrants forfeited | ||
Weighted average grant date fair value, outstanding | $ 4.10 | $ 4.10 |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding, beginning of year | 66,700 | |
Weighted average grant date fair value, outstanding | $ 7.50 | |
Weighted average remaining contracted life (years), warrants outstanding | 4 years 7 months 13 days | 4 years 10 months 13 days |
Warrants outstanding, intrinsic value beginning balance | ||
Number of warrant, granted | ||
Weighted average exercise price, warrants granted | ||
Number of warrant, forfeited | ||
Weighted average exercise price, warrants forfeited | ||
Number of warrant, exercised | ||
Weighted average exercise price, warrants exercised | ||
Number of warrants outstanding, ending of year | 66,700 | 66,700 |
Weighted average grant date fair value, outstanding | $ 7.50 | $ 7.50 |
Warrants outstanding, intrinsic value ending balance |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding warrants, intrinsic value |
SCHEDULE OF FOREIGN CURRENCY TR
SCHEDULE OF FOREIGN CURRENCY TRANSLATION (Details) | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
GBP [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Year end exchange rate | 1.26461 | 1.26254 | |
Average exchange rate | 1.27033 | 1.25203 | |
HKD [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Year end exchange rate | 0.12807 | 0.12778 | |
Average exchange rate | 0.12803 | 0.12756 | |
CHF [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Year end exchange rate | 1.11056 | 1.10871 | |
Average exchange rate | 1.11758 | 1.11236 |
SCHEDULE OF CASH BALANCES BY CU
SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | $ 3,952 | $ 7,910 |
USD [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | 3,465 | 7,187 |
GBP [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | 219 | 598 |
HKD [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | 116 | 27 |
CHF [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | 13 | 14 |
EUR [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | $ 139 | $ 84 |
SCHEDULE OF FUNDS HELD IN BANK
SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | $ 3,952 | $ 7,910 |
Cash Held By Chase [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | 404 | 6,180 |
Cash Held By HSBC [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | 659 | 1,637 |
Restricted Cash Held By HSBC [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | 2,850 | |
Cash Held By Other Banks [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | 23 | 45 |
Cash Held By Third Party [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | 15 | 46 |
Petty Cash [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | $ 1 | $ 2 |
FOREIGN CURRENCY TRANSLATION (D
FOREIGN CURRENCY TRANSLATION (Details Narrative) $ in Thousands | Jun. 30, 2024 USD ($) |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Cash, FDIC insured amount | $ 250 |
Cash Held By Other Banks [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Cash, FDIC insured amount | $ 250 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | Jun. 30, 2024 USD ($) |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Purchase obligation | $ 7,316 |
Restricted Cash Held By HSBC [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Purchase obligation | $ 2,850 |
SCHEDULE OF DIRECTORS COMPANY S
SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Related Party Transaction [Line Items] | |||
Total Revenues | $ 125 | ||
Max Gottschalk [Member] | |||
Related Party Transaction [Line Items] | |||
Total Revenues | [1] | 45 | |
Tracy Barwin [Member] | |||
Related Party Transaction [Line Items] | |||
Total Revenues | [2] | 68 | |
Andreas Keijsers [Member] | |||
Related Party Transaction [Line Items] | |||
Total Revenues | [3] | $ 12 | |
[1]We, through PMA, are party to a consulting agreement with Max Gottschalk, dated May 15, 2019, which continues until terminated in accordance with its terms, during which Mr. Gottschalk is entitled to receive fees for services rendered amounting to £ 8,000 12,000 1,500 1,200 |
SCHEDULE OF DIRECTORS COMPANY_2
SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES (Details)(Parenthetical) - Consulting Agreement [Member] - GBP (£) £ in Thousands | Nov. 18, 2022 | May 15, 2019 | Feb. 28, 2017 |
Max Gottschalk [Member] | From April 2021 to November 2022 [Member] | |||
Related Party Transaction [Line Items] | |||
Service fees | £ 8,000 | ||
Max Gottschalk [Member] | Since December 2022 [Member] | |||
Related Party Transaction [Line Items] | |||
Service fees | £ 12,000 | ||
Tracy Barwin [Member] | |||
Related Party Transaction [Line Items] | |||
Service fees | £ 1,500 | ||
Andre Keijsers [Member] | |||
Related Party Transaction [Line Items] | |||
Service fees | £ 1,200 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended |
Aug. 14, 2024 | Jun. 30, 2024 | |
Subsequent Event [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 508,194 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.40 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Lease and improvement cost | $ 350 | |
Subsequent Event [Member] | Share-Based Payment Arrangement, Option [Member] | Employees [Member] | ||
Subsequent Event [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 60,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 125 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.15 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 4 years |