Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: September 30, 2024

or

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

Commission File Number 000-55997

SHARING SERVICES GLOBAL CORPORATION

(Exact name of registrant as specified in its charter)

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

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

(469) 304-9400

(Registrant's telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange in which registered
None		None		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒ No ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

As of November 13, 2024, there were 309,652shares of the issuer's common stock outstanding.

TABLE OF CONTENTS

PART I-FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	27
Item 4. Controls and Procedures	27
PART II-OTHER INFORMATION	28
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3. Defaults Upon Senior Securities	28
Item 4. Mine Safety Disclosures	28
Item 5. Other Information	28
Item 6. Exhibits	29
Signatures	30

In this Quarterly Report, references to "the Company," "Sharing Services," "our company," "we," "our," "ours," and "us" refer to Sharing Services Global Corporation and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.

cautionary notice regarding forward-looking statements

Statements in this Quarterly Report and in any documents incorporated by reference herein which are not purely historical, or which depend upon future events, may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements generally contain words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "potential," "project," "target," "can," "could," "may," "should," "will," "will likely," "would," or the negative of such words and/or similar expressions. However, not all forward-looking statements contain these words.

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

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

The following unaudited financial statements: condensed consolidated balance sheet as of September 30, 2024, condensed consolidated statements of operations and comprehensive loss for the six months ended September 30, 2024 and 2023, condensed consolidated statements of cash flows, and condensed consolidated statements of changes in stockholders' deficit for the six months ended September 30, 2024 and 2023, are those of Sharing Services Global Corporation and its subsidiaries.

Index to Unaudited Condensed Consolidated Financial Statements

	Page
Condensed consolidated balance sheets as of September 30, 2024, and March 31, 2024	5
Condensed consolidated statements of operations and comprehensive loss for the three and six months ended September 30, 2024 and 2023	6
Condensed consolidated statements of cash flows for the six months ended September 30, 2024 and 2023	7
Condensed consolidated statements of changes in stockholders' deficit for the six months ended September 30, 2024 and 2023	8
Notes to the unaudited condensed consolidated financial statements	9

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

		As of September 30, 2024			As of March 31, 2024
			(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	729,576			$	894,206
Trade accounts receivable, net			295,232				280,793
Other receivable			1,800,000				1,800,000
Inventory, net			1,224,961				1,318,662
Other current assets, net			169,683				132,674
Total Current Assets			4,219,452				4,426,335
Property and equipment, net			164,470				239,943
Right-of-use assets, net			378,565				403,107
Intangible assets			330,568				402,144
Other assets			1,164,175				1,163,385
TOTAL ASSETS		$	6,257,230			$	6,634,914
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable		$	1,227,288			$	1,304,046
Accrued and other current liabilities			2,945,056				2,611,951
Accrued sales commission payable			1,676,147				1,742,309
State and local taxes payable			1,565,017				1,545,463
Other borrowings			1,685,000				1,200,000
Convertible notes payable, related parties			267,653				262,782
Total Current Liabilities			9,366,161				8,666,551
Non-current convertible notes payable, related parties			743,481				324,521
Lease liability, long-term			361,149				416,277
TOTAL LIABILITIES			10,470,791				9,407,349
Commitments and contingencies			-				-
STOCKHOLDERS' DEFICIT
Series A convertible preferred stock, $0.0001par value, 100,000,000shares designated, 3,100,000shares issued and outstanding			310				310
Series C convertible preferred stock, $0.0001par value, 10,000,000shares designated, 3,220,000shares issued and outstanding			322				322
Series D preferred stock, $0.0001par value, 26,000shares issued and outstanding			3				3
Common stock, $0.0001 par value, 1,990,000,000shares authorized; 309,652shares and 269,214 shares issued and outstanding as of September 30, 2024 and March 31, 2024*			31				27
Additional paid in capital			110,737,460				110,737,464
Shares to be issued			12,146				12,146
Accumulated deficit			(114,602,627	)			(113,167,915	)
Accumulated other comprehensive loss			(361,206	)			(354,792	)
TOTAL STOCKHOLDERS' DEFICIT			(4,213,561	)			(2,772,435	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	6,257,230			$	6,634,914

*	Retrospectively restated for the 1,400-to-1 reverse stock spliton September 13, 2024.

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

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

		For the Three Months Ended			For the Six Months Ended
		September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net sales		$	2,084,658			$	2,408,704			$	4,306,182			$	5,286,825
Cost of goods sold			624,132				669,803				1,300,984				1,515,632
Gross profit			1,460,526				1,738,901				3,005,198				3,771,193
Operating expenses
Selling and marketing expenses			651,538				743,057				1,287,782				2,164,545
General and administrative expenses			1,443,534				2,116,240				2,989,132				4,403,312
Total operating expenses			2,095,072				2,859,297				4,276,914				6,567,857
Operating loss			(634,546	)			(1,120,396	)			(1,271,716	)			(2,796,664	)
Other income (expense):
Change in fair value of embedded derivatives			363,566				-				176,169				-
Interest expense, net			(161,795	)			(1,963,267	)			(309,459	)			(2,869,077	)
Other income			-				1,800,000				-				1,800,000
Loss on extinguishment of debt			-				(188,842	)			-				(38,209	)
Unrealized loss on investment			-				-				-				(78,632	)
Other non-operating income (expense), net			(33,370	)			5,613				(29,706	)			103,434
Total other income (expense), net			168,401				(346,496	)			(162,996	)			(1,082,484	)
Loss before income taxes			(466,145	)			(1,466,892	)			(1,434,712	)			(3,879,148	)
Income tax expense			-				(12,102	)			-				-
Net loss		$	(466,145	)		$	(1,454,790	)		$	(1,434,712	)		$	(3,879,148	)
Other comprehensive loss, net of tax:
Currency translation adjustments			(14,350	)			(22,435	)			(6,414	)			(27,604	)
Total other comprehensive loss			(14,350	)			(22,435	)			(6,414	)			(27,604	)
Comprehensive loss		$	(480,495	)		$	(1,477,225	)		$	(1,441,126	)		$	(3,906,752	)
Loss per share:
Basic and diluted*		$	(1.68	)		$	(5.40	)		$	(5.26	)		$	(14.51	)
Weighted average shares:
Basic and diluted*			276,686				269,214				272,971				267,295

*	Retrospectively restated for the 1,400-to-1 reverse stock split on September 13, 2024.

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

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

		For the Six months Ended September 30,
			2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,434,712	)		$	(3,879,148	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			147,010				307,499
Stock-based compensation			-				(148,267	)
Amortization of debt discount and other			-				2,015,542
Change in fair value of embedded derivatives			(176,169	)			-
Loss on extinguishment of debt			-				38,209
Bad debt expense			-				177,115
Provision for obsolete inventory			-				2,112
Non-cash other income			-				(1,800,000	)
Changes in operating assets and liabilities:
Accounts receivable			(14,439	)			(337,659	)
Inventory			93,701				(784,928	)
Other current assets			(37,758	)			742,337
Accounts payable			(76,758	)			57,396
Income taxes payable			19,554				-
Lease liability			(30,587	)			768
Accrued and other liabilities			266,942				638,719
Net Cash Used in Operating Activities		$	(1,243,216	)		$	(2,970,305	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan payable			-				1,200,000
Proceeds from issuance of convertible notes, related parties			600,000				-
Net proceeds from issuance of promissory notes			485,000				-
Net Cash Provided by Financing Activities			1,085,000				1,200,000
IMPACT OF CURRENCY RATE CHANGES ON CASH			(6,414	)			160,759
Decrease in cash and cash equivalents			(164,630	)			(1,609,546	)
Cash and cash equivalents, beginning of period			894,206				2,994,885
Cash and cash equivalents, end of period		$	729,576			$	1,385,339
Supplemental cash flow information
Cash paid for interest		$	148,538			$	24,279
Cash paid for income taxes		$	-			$	550

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

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Unaudited)

		Series A Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Common Stock*															Accumulated
		Number						Number						Number						Number						Additional			Shares									Other
		of			Par			of			Par			of			Par			of			Par			Paid in			to be			Treasury			Accumulated			Comprehensive
		Shares			Value			Shares			Value			Shares			Value			Shares			Value			Capital*			Issued			Stock			Deficit			Loss			Total
Balance - March 31, 2024			3,100,000			$	310				3,220,000			$	322				26,000			$	3				269,214			$	27			$	110,737,460			$	12,146				-			$	(113,167,915	)		$	(354,792	)		$	(2,772,439	)
Fractional shares as a result of reverse stock split			-				-				-				-				-				-				40,438				4				-				-				-				-				-			$	4
Currency translation adjustments			-				-				-				-				-				-				-				-				-				-				-				-				(6,414	)		$	(6,414	)
Net loss			-				-				-				-				-				-				-				-				-				-				-				(1,434,712	)			-			$	(1,434,712	)
Balance - September 30, 2024			3,100,000			$	310				3,220,000			$	322				26,000			$	3				309,652			$	31			$	110,737,460			$	12,146				-			$	(114,602,627	)		$	(361,206	)		$	(4,213,561	)

		Series A Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Common Stock*															Accumulated
		Number						Number						Number						Number						Additional			Shares									Other
		of			Par			of			Par			of			Par			of			Par			Paid in			to be			Treasury			Accumulated			Comprehensive
		Shares			Value			Shares			Value			Shares			Value			Shares			Value			Capital*			Issued			Stock			Deficit			Loss			Total
Balance - March 31, 2023			3,100,000			$	310				3,220,000			$	322				-			$	-				248,556			$	25			$	84,654,482			$	12,146			$	(626,187	)		$	(106,456,378	)		$	(308,305	)		$	(22,723,585	)
Cancellation of treasury stock			-				-				-				-				-				-				-				-				(626,187	)			-				626,187				-				-				-
Common stock issued for debt modification			-				-				-				-				26,000				3				-				-				26,169,365				-				-				-				-				26,169,368
Common stock issued to settle accrued interest payable			-				-				-				-				-				-				20,658				2				539,804				-				-				-				-				539,806
Currency translation adjustments			-				-				-				-				-				-				-				-				-				-				-				-				(27,604	)			(27,604	)
Net loss			-				-				-				-				-				-				-				-				-				-				-				(3,879,148	)			-				(3,879,148	)
Balance - September 30, 2023			3,100,000			$	310				3,220,000		$	322				26,000		$	3				269,214			$	27			$	110,737,464			$	12,146				-			$	(110,335,526	)		$	(335,909	)		$	78,837

*	Retrospectively restated for the 1,400-to-1 reverse stock spliton September 13, 2024.

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

SHARING SERVICES GLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - ORGANIZATION AND BUSINESS

Description of Operations

Sharing Services Global Corporation ("Sharing Services," "SHRG") and its subsidiaries (collectively, the "Company") aim to build shareholder value by developing or investing in innovative emerging businesses and technologies that augment the Company's products and services portfolio, business competencies, and geographic reach. Sharing Services was incorporated in the State of Nevada in April 2015. The Company's main business activities include:

●	Sale of Health and Wellness Products - The Company markets its health and wellness products primarily through an independent sales force, using a direct selling business model under the proprietary brand "HCo." Currently, The Happy Co. TM markets and distributes its health and wellness products primarily in the United States (the "U.S.") and Canada.
	The Company generates substantially all of its revenue from the sale of health and wellness products.
●	Sale of Member-Based Travel Services - Through its subsidiary, Global Travel Destinations, the Company established a subscription-based travel services business under the proprietary brand MyTravelVentures ("MTV") in May 2022. MTV provides entrepreneurial opportunities to its subscribers by capitalizing on both the direct selling model and the retail travel business model. The MTV services are designed to offer discount for travel relating to airfare, cruises, hotels, resorts, time shares and rental cars for destinations throughout the world for people of all ages, demographics, and economic backgrounds.
	The Company is in the process of revamping its travel services business and has temporarily suspended its MTV business operation to prepare for its re-launch in the first quarter of 2025.

In August 2021, Sharing Services and Hapi Café, Inc, a company affiliated with Heng Fai Ambrose Chan, a Director of the Company, entered into a Master Franchise Agreement (the "MFA") pursuant to which Sharing Services acquired the exclusive franchise rights in North America to the brand "Hapi Café." Under the terms of the MFA, Sharing Services, directly or through its subsidiaries, has the right to operate no less than five corporate-owned stores and can offer to the public sub-franchise rights to own and operate other stores, subject to the terms and conditions contained in the MFA. The Company plans to open up Hapi Café in Dallas and the New York City, and it is in the process of identifying and evaluating suitable locations.

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

NOTE 2 - GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America ("GAAP") applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. During the six months ended September 30, 2024 and 2023, the Company had a net loss was approximately $1.4million and $3.9million, respectively. In addition, as of September 30, 2024, the Company had accumulated deficit of $114.6million and working capital deficiency of $5.1million. These factors among other raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated interim financial statements included herein have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted pursuant to the rules and regulations of the SEC, although we believe that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024. Unless so stated, the disclosures in the accompanying condensed consolidated financial statements do not repeal the disclosures in our consolidated financial statements for year ended March 31, 2024.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In connection with the Company reverse stock split that took place in September 2024, certain prior period financial information has been adjusted to conform with the current year's presentation.

Use of Estimates and Assumptions

The preparation of financial statements in accordance with GAAP requires the use of judgment and requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures about contingent assets and liabilities, if any. Matters that require the use of estimates and assumptions include, among others: the recoverability of trade accounts and notes receivable, the valuation of inventory, the useful lives of fixed assets, the assessment of long-lived assets for impairment, the nature and timing of satisfaction of multiple performance obligations resulting from contracts with customers, the allocation of the transaction price to multiple performance obligations in a sales transaction, the measurement and recognition of right-of-use assets and related lease liabilities, the valuation of share-based compensation awards, the provision for income taxes, the measurement and recognition of uncertain tax positions, the valuation of long-term debt, and the valuation of loss contingencies, if any. Actual results may differ from these estimates in amounts that may be material to our consolidated financial statements. Management of the Company believes that the estimates and assumptions used in the preparation of the unaudited condensed consolidated financial statements are reasonable.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include recent customer remittances deposited with our merchant processors at the balance sheet date, which generally settle within 24 to 72 hours. As of September 30, 2024, and March 31, 2024, cash and cash equivalents included cash held by our merchant processors of approximately $50,000, respectively. In addition, as of September 30, 2024, and March 31, 2024, cash and cash equivalents held in bank accounts in foreign countries in the ordinary course of business were approximately $0.2million and $0.4million, respectively. Amounts held by our merchant processor or held in bank accounts located in foreign countries are generally not insured by any federal agency.

Trade Accounts Receivable and Allowance for Expected Credit Losses

The Company maintains an allowance for credit losses in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) ASC 326, and records the allowance for expected credit losses as an offset to assets such as accounts receivable. The expected credit losses are classified as general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company assesses collectability by reviewing receivables on a collective basis where similar characteristics exist, primarily based on the size and nature of specific receivables. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the receivable balances, credit quality of the counter party, and current and future economic conditions. On a quarterly basis, management determines if the allowance for credit losses is adequate, and adjusts the allowance, when necessary. Delinquent account balances are written-off against the allowance for credit losses after all means of collection have been exhausted and that the likelihood of collection is not probable. There was no change in the Company's allowance for expected credit losses from March 31, 2024 to September 30, 2024.

Inventory

Inventory consists of finished goods and promotional materials and is stated at the lower of cost determined using the first-in, first-out ("FIFO") method, or net realizable value. It includes direct product costs and certain shipping and handling costs, such as in-bound freight. When estimating the net realizable value of inventory, the Company considers several factors including estimates of future demand for the product, historical sales, the age and sales history of the inventory, and historic and anticipated changes in our product offerings.

The Company periodically assesses the realizability of its inventory based on evaluation of its inventory levels against historical and anticipated sales. Physical inventory counts are performed at all facilities on a quarterly basis. As of September 30, 2024 and March 31, 2024, the allowance for slowing moving or obsolete inventory were $1.6million and $1.6million, respectively, in connection with health and wellness products that were either damaged, expired, or slow-moving, based on the Company's historical and anticipated sales

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

Other Receivable and Loan Payable

In July 2023, the Company, through its out-sourced payroll services provider ("Paychex"), submitted a claim to the Internal Revenue Services ("IRS") for the Employee Retention Tax Credit ("ERTC") based on its payroll records and other pertinent information. Refunds will be distributed based on IRS processing times and the total ERTC credit will be approximately $1.8million. Since the likelihood of receiving the ERTC credit is probable and the amount is estimable, the Company has recorded its ERTC claim in Other Receivable. Despite the extended time delay in the processing of the ERTC claims by the IRS, the Company believes that its eligibility is reasonably assured and has not recorded any provision against the receivable.

Through the introduction of Paychex, the Company applied for an ERTC term loan ("Term Loan") in August 2023 which objective is to serve as a bridge funding until the ERTC is collected. The Term Loan that was approved came to $1.2million, and it was secured by the Company's assets and all ERTC proceeds that the Company is entitled to receive from the IRS. Pursuant to the loan agreement with this lender ("Lender"), the first 12months of the Term Loan is deemed the interest-only period. During such period, the Term Loan carried a 2% monthly interest, and the Company would make a monthly interest-only payment of $24,000to the Lender. In September 2023, the Company received net proceeds of approximately $1.18million which must be used solely and exclusively for working capital and other business purposes. In September 2024, on the 12^th month anniversary of the Term Loan, the Term Loan was automatically extended to 36 months from the loan funding date. As a result, from September 2024 to August 2026 (the "loan amortization period"), the Company is required to pay $63,445.32monthly over the 24-month period to pay down the principal and related interest which is calculated at 2% per month. The Term Loan was recorded as Other Borrowings.

In September 2024, the Company and the Lender entered into an agreement (the "Agreement") whereby the Lender agreed to lend $500,000to the Company in exchange for a repayment of interest and principal that could be as much as $635,000 using the Company's assets as collateral(the "borrowing"). The Company has the option to paydown the borrowing early and recorded the $500,000payment obligation as Other Borrowings. In accordance with the Agreement, and the Company would make 65 weekly payments of $9,769.23 each over a 15-month period to the Lender should the Company choose to repay the borrowing over the 15-month period. In September 2024, the Company received net proceeds of $489,000($500,000less transaction fees of $11,000). During the month of September 2024, the Company made 2 weekly payments to the Lender totaled $19,538.46 of which $15,000 were recorded as a reduction of Other Borrowings and the balance as interest expenses.

Other Assets

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

Foreign Currency Translation

The functional currency of each of our foreign operations is generally the respective local currency. Balance sheet accounts are translated into U.S. dollars (our reporting currency) at the rates of exchange in effect at the balance sheet date, while the results of operations and cash flows are generally translated using average exchange rates for the periods presented. Individual material transactions, if any, are translated using the actual rate of exchange on the transaction date. The resulting translation adjustments are reported in accumulated other comprehensive loss in our condensed consolidated balance sheets. In September 2021, the Company, through its wholly owned subsidiary, commenced operations in the Republic of Korea (South Korea).

		South Korean Won per 1 USD
		2024			2023
Exchange rate as of September 30th			1,312.45				1,352.92
Average exchange rate for the six months ended			1,363.21				1,314.49

Comprehensive Loss

For the six months ended September 30, 2024 and 2023, the Company's comprehensive loss comprised of currency translation adjustments and net loss.

Revenue Recognition

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

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

As of September 30, 2024 and March 31, 2024, deferred revenue associated with

●	product invoiced but not received by customers at the balance sheet date was $93,119and $80,404, respectively;
●	unfulfilled performance obligations for services offered on a subscription basis was $31,579and $37,774, respectively;
●	unfulfilled performance obligations for customers' right of return was $24,783and $24,703, respectively; and
●	customer loyalty points outstanding was $19,326and $19,326, respectively.

During the six months ended September 30, 2024 and 2023, substantially all the Company's consolidated net sales were from its sale of health and wellness products.

Sales Commissions

The Company recognizes sales commission expenses, when incurred, in accordance with GAAP. During the six months ended September 30, 2024 and 2023, sales commission expense, which is included in selling and marketing expenses in our condensed consolidated statements of operations and comprehensive loss, was approximately $1.2million and $1.8million, respectively.

Segment Reporting

The Company follows ASC Topic 280, Segment Reporting. The Company's management reviews the Company's consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and has determined that the Company's reportable segments are: (a) the sale of health and wellness products, and (b) the sale of member-based travel services.

Reverse Stock Split

On September 12, 2024, the Company received notice from the Financial Industry Regulatory Authority ("FINRA") that it had announced the effectiveness of our 1,400-to-1 reverse stock split of the issued and outstanding shares of common stock (the "Reverse Split"), on FINRA's daily list. The Reverse Split became effective at the open of market on September 13, 2024. As a result of the Reverse Split, every one thousand four hundred (1,400) shares of the issued and outstanding common stock of the Company were converted into one (1) share of common stock. All fractional shares created by the Reverse Split have been rounded up to the nearest whole share. Each shareholder received at least one share.

The Reverse Split does not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, or the par value of the Common Stock, which shall remain as set forth in the Articles of Incorporation. Certain of the Company's outstanding securities, pursuant to which shares of Common Stock are issuable, will be adjusted as a result of the Reverse Split, as required by the terms of such securities.

In connection with the Reverse Split, the Company's CUSIP has also changed to 81953103. Immediately prior to the Reverse Split, the Company had 376,328,885shares of Common Stock issued and outstanding. Immediately following the Market Effective Date of the Reverse Split, the Company has 309,652(which includes 40,438shares issued to address fractional shares related to the Reverse Split) shares of Common Stock issued and outstanding.

The Reverse Split was approved by the Company's Board of Directors on September 26, 2023, and was approved by the Company's majority stockholders holding approximately 53.5% of the issued and outstanding common stock on October 30, 2023. On September 5, 2024, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to our Articles of Incorporation to reflect the Reverse Split.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company does not believe the adoption of this standard would have a material impact on disclosures within its consolidated financial statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on its unaudited condensed consolidated financial statements.

NOTE 4 - LOSS PER SHARE

The Company calculates basic loss per share by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of shares issuable upon the conversion or exercise of outstanding convertible preferred stock, convertible notes payable, if any, stock warrants and other commitments to issue common stock, except where the impact would be anti-dilutive.

The following table sets forth the computations of basic and diluted loss per share:

		Six Months Ended September 30,
		2024			2023
Net loss		$	(1,434,712	)		$	(3,879,148	)
Weighted average basic and diluted shares*			272,971				267,295
Loss per share:*
Basic and diluted		$	(5.26	)		$	(14.51	)

*	Retrospectively restated for the 1,400-to-1 reverse stock spliton September 13, 2024.

The following potentially dilutive securities and instruments were outstanding as of September 30, 2024, and 2023, but excluded from the table above:

		As of September 30,
		2024			2023
Convertible notes payable			363,646				-
Stock warrants			149,035				-
Convertible preferred stock			6,320,000				6,320,000
Total potential incremental shares			6,832,681				6,320,000

NOTE 5 - INVENTORY, NET

Inventory consists of the following:

		As of
		September 30, 2024			March 31, 2024
Finished goods		$	2,785,620			$	2,878,569
Promotional items			5,940				5,940
Raw materials			77,902				77,902
Allowance for obsolescence			(1,644,501	)			(1,643,749	)
Inventory, net		$	1,224,961			$	1,318,662

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

		Six months ended September 30,
		2024			2023
Balance at beginning of period		$	1,643,749			$	880,926
Provision for estimated obsolescence			(7,938	)			2,112
Write-offs			-				(1,170	)
Currency translation adjustment			8,690				-
Balance at end of period		$	1,644,501			$	881,868

NOTE 6 - OTHER CURRENT ASSETS, NET

Other current assets consist of the following:

		As of
		September 30, 2024			March 31, 2024
Inventory-related deposits		$	278,313			$	252,867
Prepaid insurance and other operational expenses			43,051				31,598
Deposits for sales events			23,960				23,850
Subtotal			345,324				308,315
Allowance for losses			(175,641	)			(175,641	)
		$	169,683			$	132,674

As of September 30, 2024 and March 31, 2024, the allowance for losses in connection with certain inventory-related deposits for which recoverability is $175,641.

NOTE 7 - PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

		As of
		September 30, 2024			March 31, 2024
Computer software		$	1,024,274			$	1,024,274
Furniture and fixtures			285,632				285,732
Computer equipment			220,364				220,264
Leasehold improvements and other			399,306				399,306
Total property and equipment			1,929,576				1,929,576
Accumulated depreciation and amortization			(1,765,106	)			(1,689,633	)
		$	164,470			$	239,943

Depreciation and amortization expense in connection with the Company's property and equipment for the three months ended September 30, 2024 and 2023 was $42,696and $88,823, respectively. For the six months ended September 30, 2024 and 2023 was $75,473and $212,844, respectively.

NOTE 8 - ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following:

		As of
		September 30, 2024			March 31, 2024
Deferred sales revenues		$	168,806			$	162,207
Liability associated with uncertain tax positions			925,786				925,786
Accrued interest payable			41,000				5,833
Payroll and employee benefits			215,598				206,426
Lease liability, current portion			52,392				21,909
Other accruals			1,541,474				1,289,790
		$	2,945,056			$	2,611,951

Lease liability, current portion, represents obligations due within one year under operating leases for office space, automobiles, and office equipment. Other accruals include primarily operational accruals.

NOTE 9 - CONVERTIBLE NOTES PAYABLE, RELATED PARTIES

Convertible notes payable consists of the following:

							Conversion			As of
Issuance Date		Maturity Date		Interest Rate			Price (per share)			September 30, 2024			March 31, 2024
January 2024		July 2024			10	%			See below			$	250,000			$	250,000
March 2024		March 2027			6	%		$	0.0012				250,000				250,000
May 2024		May 2027			8	%			0.0020				250,000				-
June 2024		June 2027			8	%			0.0020				250,000				-
August 2024		August 2027			8	%			0.0020				100,000				-
Total convertible notes payable													1,100,000				500,000
Change in fair value of embedded derivatives													(88,866	)			87,303
Subtotal													1,011,134				587,303
Less: current portion													267,653				262,782
Long-term convertible notes payable												$	743,481			$	324,521

On January 17, 2024, the Company executed a convertible promissory note for $250,000with Alset Inc, a Texas corporation ("Alset") and a shareholder of the Company. The convertible promissory note ("Alset Note") bears a 10% interest per annum and had an origination fee of $25,000which is payable in cash or convertible into common shares of the Company at the option of Alset. The note and related accrued interest shall be due and payable in full on the earliest of (i) six months from the date of issuance; (ii) the acceleration of the Alset Note upon an occurrence of an event of default (as defined in the Alset Note); (iii) the third business day after the holder has delivered the Company a written demand for payment of the Alset Note; or (iv) upon the Company's successful listing on The Nasdaq Stock Market LLC. Alset may, at its option, at any time during the term of the Alset Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges. The Alset Note was replaced by a new securities purchase agreement dated November 12, 2024 (See Note 16).

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

On May 9, 2024, the Company entered into a securities purchase agreement (the "May HWH SPA") with HWH whereby the Company issued to HWH a convertible promissory note (the "May HWH Note") in an aggregate principal amount of $250,000, for a purchase price of $250,000. The May HWH Note bears interest at 8% per annum, contains a commitment fee of $20,000, and at the option of HWH, convertible into 125,000,000shares of Common Stock. The May HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or convert into shares of Common Stock of the Company at a conversion rate of $0.002per share; due and payable in full on the earliest of: (i) the third anniversary of the May HWH Note; (ii) the acceleration of the May HWH Note upon the occurrence of an event of default (as defined in the May HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the May HWH Note. The Company may, at its option, at any time during the term of the May HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On June 6, 2024, the Company entered into a securities purchase agreement (the "June HWH SPA") with HWH whereby the Company issued to HWH a convertible promissory note (the "June HWH Note") in an aggregate principal amount of $250,000, for a purchase price of $250,000. The June HWH Note bears interest at 8% per annum and contains a commitment fee of $20,000. The June HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or converted into 2,500,000,000shares of Common Stock at a conversion rate of $0.0001per share; due and payable in full on the earliest of: (i) the third anniversary of the June HWH Note; (ii) the acceleration of the June HWH Note upon the occurrence of an event of default (as defined in the June HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the June HWH Note. The Company may, at its option, at any time during the term of the June HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On June 19, 2024, the Company and HWH entered into an addendum to the June HWH SPA and June HWH Note to amend: (i) the number of shares of Common Stock convertible under the June HWH Note from 2,500,000,000to 125,000,000; and (ii) the conversion rate from $0.0001to $0.002.

On August 13, 2024, the Company entered into a securities purchase agreement (the "August HWH SPA") with HWH whereby the Company issued to HWH a convertible promissory note (the "August HWH Note") in an aggregate principal amount of $100,000, for a purchase price of $100,000. The August HWH Note bears interest at 8% per annum and contains a commitment fee of $8,000. The August HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or converted into 50,000,000shares of Common Stock at a conversion rate of $0.002per share; due and payable in full on the earliest of: (i) the third anniversary of the August HWH Note; (ii) the acceleration of the August HWH Note upon the occurrence of an event of default (as defined in the August HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the August HWH Note. The Company may, at its option, at any time during the term of the August HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

In connection with the Reverse Split (see Note 3), the stock warrants issued to HWH in March 2024 could be exercised into 149,035shares of the Company's common stock; and if HWH were to convert the HWH Note, the March HWH Note, the May HWH Note, the June HWH Note and the August HWH Note into the Company's common stock, the Company will be obligated to issue 363,646shares of its common stock. During the six months ended September 30, 2024 and 2023, interest expense associated with the Company's convertible notes was approximately $35,167and $0.

NOTE 10 - INCOME TAXES

The statutory rates for our domestic and our material foreign operations are as follows for the periods shown:

Country		2024			2023
United States			21	%			21	%
Republic of Korea			21	%			21	%

Our consolidated effective income tax rate reconciliation is as follows:

		Six Months Ended September 30,
		2024			2023
Federal statutory rate			21.0	%			21.0	%
State and local income taxes							(0.3	)
Permanent differences			0.8				0.8
Change in valuation allowance for NOL carry-forwards			(21.0	)			(21.0	)
Stock warrant transactions and other items			-
Effective income tax rate			0.8	%			0.5	%

Income taxes applicable to our foreign operations are not material in the periods presented.

NOTE 11 - RELATED PARTY TRANSACTIONS

Alset Inc.

On January 17, 2024, the Company executed a convertible promissory note for $250,000with Alset Inc, a Texas corporation ("Alset") and a shareholder of the Company. The convertible promissory note ("Alset Note") bears a 10% interest per annum and had an origination fee of $25,000which is payable in cash or convertible into common shares of the Company at the option of Alset. The note and related accrued interest shall be due and payable in full on the earliest of (i) six months from the date of issuance; (ii) the acceleration of the Alset Note upon an occurrence of an event of default (as defined in the Alset Note); (iii) the third business day after the holder has delivered the Company a written demand for payment of the Alset Note; or (iv) upon the Company's successful listing on The Nasdaq Stock Market LLC. Alset may, at its option, at any time during the term of the Alset Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges. The Alset Note was replaced by a new securities purchase agreement dated November 12, 2024 (See Note 16).

HWH International Inc.

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

On May 9, 2024, the Company entered into a securities purchase agreement (the "May HWH SPA") with HWH whereby the Company issued to HWH a convertible promissory note (the "May HWH Note") in an aggregate principal amount of $250,000, for a purchase price of $250,000. The May HWH Note bears interest at 8% per annum, contains a commitment fee of $20,000, and at the option of HWH, convertible into 125,000,000shares of Common Stock. The May HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or convert into shares of Common Stock of the Company at a conversion rate of $0.002per share; due and payable in full on the earliest of: (i) the third anniversary of the May HWH Note; (ii) the acceleration of the May HWH Note upon the occurrence of an event of default (as defined in the May HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the May HWH Note. The Company may, at its option, at any time during the term of the May HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On June 6, 2024, the Company entered into a securities purchase agreement (the "June HWH SPA") with HWH whereby the Company issued to HWH a convertible promissory note (the "June HWH Note") in an aggregate principal amount of $250,000, for a purchase price of $250,000. The June HWH Note bears interest at 8% per annum and contains a commitment fee of $20,000. The June HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or converted into 2,500,000,000shares of Common Stock at a conversion rate of $0.0001per share; due and payable in full on the earliest of: (i) the third anniversary of the June HWH Note; (ii) the acceleration of the June HWH Note upon the occurrence of an event of default (as defined in the June HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the June HWH Note. The Company may, at its option, at any time during the term of the June HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On June 19, 2024, the Company and HWH entered into an addendum to the June HWH SPA and June HWH Note to amend: (i) the number of shares of Common Stock convertible under the June HWH Note from 2,500,000,000to 125,000,000; and (ii) the conversion rate from $0.0001to $0.002.

On August 13, 2024, the Company entered into a securities purchase agreement (the "August HWH SPA") with HWH whereby the Company issued to HWH a convertible promissory note (the "August HWH Note") in an aggregate principal amount of $100,000, for a purchase price of $100,000. The August HWH Note bears interest at 8% per annum and contains a commitment fee of $8,000. The August HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or converted into 50,000,000shares of Common Stock at a conversion rate of $0.002per share; due and payable in full on the earliest of: (i) the third anniversary of the August HWH Note; (ii) the acceleration of the August HWH Note upon the occurrence of an event of default (as defined in the August HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the August HWH Note. The Company may, at its option, at any time during the term of the August HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

Mr. Chan, the Company's chairman is the executive chairman and a director of HWH; Mr. Thatch, the Company's chief executive officer (CEO) is the CEO of HWH.

NOTE 12 - LEASES

The Company leases space for its offices and warehouse space, under lease agreements classified as "operating leases" as defined in ASC Topic 842.

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

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

				As of
Assets		Classification		September 30, 2024			March 31, 2024
Operating leases		Right-of-use assets, net		$	378,565			$	403,107
Total lease assets				$	378,565			$	403,107
Liabilities
Operating leases		Accrued and other current liabilities		$	52,392			$	21,909
Operating leases		Lease liability, long-term			361,149				416,277
Total lease liabilities				$	413,541			$	438,186

The following information pertains to the Company's leases for the periods indicated:

				Six Months Ended September 30,
Lease cost		Classification		2024			2023
Operating lease cost		General and administrative expenses		$	52,273			$	55,823
Total lease cost				$	52,273			$	55,823

The Company's lease liabilities are payable as follows:

Twelve months ending September 30,		Amount
2025		$	25,016
2026			102,842
2027			105,621
2028			108,400
2029			111,180
Thereafter			111,223
Total remaining payments			564,282
Less imputed interest			(150,741	)
Total lease liability		$	413,541

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Legal Matters in General

The Company has incurred several claims in the normal course of business. The Company believes such claims can be resolved without any material adverse effect on our consolidated financial position, results of operations, or cash flows.

The Company maintains certain liability insurance. However, certain costs of defending lawsuits are not covered by or only partially covered by its insurance policies, including claims that are below insurance deductibles. Additionally, insurance carriers could refuse to cover certain claims, in whole or in part. The Company accrues costs to defend itself from litigation as they are incurred.

The outcome of litigation is uncertain, and despite management's view of the merits of any litigation, or the reasonableness of the Company's estimates and reserves, the Company's financial statements could nonetheless be materially affected by an adverse judgment. The Company believes it has adequately reserved for the contingencies arising from current legal matters where an outcome was deemed to be probable, and the loss amount could be reasonably estimated. No provision for legal matters was deemed necessary as of September 30, 2024.

Legal Proceedings

The Company from time to time is involved in various claims and lawsuits incidental to the conduct of its business in the ordinary course. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, results of operations or cash flows. Case No. 4:20-cv-00946; Dennis Burback, Ken Eddy and Mark Andersen v. Robert Oblon, Jordan Brock, Jeff Bollinger, Four Oceans Global, LLC, Four Oceans Holdings, Inc., Alchemist Holdings, LLC, Elepreneurs U.S., LLC, Elevacity U.S., LLC, Sharing Services Global Corporation, Custom Travel Holdings, Inc., and Does 1-5, pending in the United States District Court for the Eastern District of Texas (the "Burback Lawsuit"). On December 11, 2020, three investors in Four Oceans Global, LLC filed a lawsuit against the Company, its affiliated entities, and other persons and entities related to an investment made by the three Plaintiffs in 2015. The Company and its affiliated entities filed an answer denying the three investors' claims. Plaintiffs filed a First Amended Complaint on October 14, 2021. The Company and its affiliated entities responded in November 2021 by filing a Motion to Dismiss the claims contained in the Amended Complaint. The Motion was granted on July 20, 2022, by Court Order dismissing with prejudice the Company and all affiliated entities from the lawsuit. In early August 2022, Plaintiffs on their own motion moved to dismiss all claims against the remaining parties in the case to enable the Order of Dismissal to become an appealable, final Order. On September 7, 2022, Plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Fifth Circuit. The Plaintiffs filed their Proposed Sufficient Brief of Appellants with the Fifth Circuit on January 2, 2023. The Company filed a Response Brief on February 22, 2023. This case is now dismissed, as the Appeals Court decided not to hear the Appeal.

The company was informed that Jordan Brock who was a party to this lawsuit has filed for Bankruptcy. On January 5, 2024, the Debtor filed a voluntary petition in this Court for relief under Chapter 13 of the Bankruptcy Code. On April 18, 2024, the Debtor's Chapter 13 bankruptcy case was converted to a case under Chapter 7 of the Bankruptcy Code. The Trustee (Christopher J. Moser) was appointed as the Chapter 7 trustee of the Debtor's bankruptcy estate, and he continues to serve in that capacity.

The Trustee has filed a lawsuit against the Company Case No. 24-40057; Christopher J. Moser, Trustee v. Sharing Services Global Corporation (the "Adversary Proceeding") asserting that Jordan Brock's legal fees in the amount of $252,587.79in which he allegedly spent to defend himself against the lawsuit should be the Company's responsibility.

The Company has been served with a Summons by the United States Bankruptcy Court; Eastern District of Texas; Christoper J. Moser (Trustee) in the Adversary Proceeding which the Company intends to challenge on several bases including the failure of Brock and related entities seeking indemnification to meet the standard of entitlement to the benefit of the mandatory indemnification provisions of the Nevada Revised Statutes , based in part on the provisions of the Amended Complaint in the Burback Lawsuit.

NOTE 14 - FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

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

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

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

		As of September 30, 2024
		Total			Level 1			Level 2			Level 3
Liabilities
Convertible notes payable		$	1,011,134			$	-			$	1,011,134			$	-
Total liabilities		$	1,011,134			$	-			$	1,011,134			$	-

		As of March 31, 2024
		Total			Level 1			Level 2			Level 3
Liabilities
Convertible notes payable		$	587,303			$	-			$	587,303			$	-
Total liabilities		$	587,303			$	-			$	587,303			$	-

NOTE 15 - SUBSEQUENT EVENTS

On November 12 2024, the Company and Alset executed a securities purchase agreement and a convertible promissory note for $250,000(the "New AEI Note") to replace the Alset Note that was executed in January 2024. Pursuant to the New Note, the Parties agreed to carry forward the principal amount of $250,000from the Alset Note, and Alset agreed to waive all interests (including any default interest) accrued on the principal amount under the Alset Note. The New AEI Note bears an 8% interest per annum, had an origination fee of $25,000which is payable in cash or convertible into common shares of the Company at the option of Alset, and it may be converted into 2,500,000shares of the Company's common stock (representing a conversion rate of US$0.10per share based on the closing market price of the Company's common stock on September 30, 2024) at Alset's option, The principal amount of this New AEI Note, plus any unpaid interest and fees, shall be due and fully payable by the earliest of (i) the second (2nd) anniversary of the New Alset Note; (ii) upon the occurrence of an Event of Default; or (iii) fifth (5th) business day after Alset has delivered to the Company a written demand for payment.

The Company has evaluated all subsequent events and transactions through the date that the condensed consolidated financial statements were available to be issued and noted no other subsequent events requiring financial statement recognition or disclosure.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following section discusses management's views of the financial condition and the results of operations and cash flows of Sharing Services Global Corporation and consolidated subsidiaries. This section should be read in conjunction with: (a) our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, and (b) our condensed consolidated financial statements included elsewhere in this Quarterly Report. This section may contain forward-looking statements. See "Cautionary Notice Regarding Forward-Looking Statements" above for a discussion of forward-looking statements.

Summary Results of Operations:

		Three Months Ended			Six Months Ended
		September 30, 2024			September 30, 2023			Increase (Decrease)			% Change			September 30, 2024			September 30, 2023			Increase (Decrease)			% Change
Net sales		$	2,084,658			$	2,408,704				(324,046	)			-13.5	%		$	4,306,182			$	5,286,825			$	(980,643	)			-18.5	%
Gross profit			1,460,526				1,738,901				(278,375	)			-16.0	%			3,005,198				3,771,193				(765,995	)			-20.3	%
Operating expenses			(2,095,072	)			(2,859,297	)			764,225				-26.7	%			(4.276,914	)			(6,567,857	)			2,290,943				-34.9	%
Operating loss			(634,546	)			(1,120,396	)			485,850				-43.4	%			(1,271,716	)			(2,796,664	)			1,524,948				-54.5	%
Non-Operating income (expense), net			168,401				(346,496	)			514,897				-148.6	%			(162,996	)			(1,082,484	)			919,487				-84.9	%
Loss before income taxes			(466,145	)			(1,466,892	)			1,000,747				-68.2	%			(1,434,712	)			(3,879,148	)			2,444,436				-63.0	%
Income tax expense			-				(12,102	)			12,102				-100.0	%			-				-				-				0.0	%
Net loss		$	(466,145	)		$	(1,454,790	)		$	988,645				-68.0	%		$	(1,434,712	)		$	(3,879,148	)		$	2,444,436				-63.0	%

Highlights for the Three months ended September 30, 2024:

	●	For the three months ended September 30, 2024, our consolidated net sales decreased $0.3 million, or 13.5%, compared to the three months ended September 30, 2023.
	●	For the three months ended September 30, 2024, our consolidated gross profit decreased $0.3 million, or 16.0%, compared to the three months ended September 30, 2023. Our consolidated gross margin was 70.1% for the three months ended September 30, 2024, compared to 72.2% for the three months ended September 30, 2023.
	●	For the three months ended September 30, 2024, our consolidated operating expenses decreased $0.8 million, or 26.7% to 2.1 million, compared to the three months ended September 30, 2023.
	●	For the three months ended September 30, 2024, our consolidated operating loss was $0.6 million, compared to operating loss of $1.1 million for the three months ended September 30, 2023.
	●	For the three months ended September 30, 2024, our consolidated net non-operating income was $0.2 million, compared to net non-operating expense of $0.3 million for the three months ended September 30, 2023.
	●	For the three months ended September 30, 2024, our consolidated net loss was approximately $0.5 million, compared to $1.5 million for the three months ended September 30, 2023. For the three months ended September 30, 2024, our basic and diluted loss per share was $1.68 compared to $5.40 for the three months ended September 30, 2023.

Overview

Summary Description of Business

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

Currently, the Company, through its subsidiaries, markets and distributes its health and wellness and other products primarily in the U.S. and Canada using a direct selling business model. In addition, the Company's U.S. subsidiaries market our products and services through an independent sales force, using their proprietary websites, including: www.thehappyco.com.

Sharing Services was incorporated in the State of Nevada on April 24, 2015.

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

Financing Arrangements

Historically, the Company has funded a substantial portion of its liquidity and cash needs through the issuance of notes or convertible notes and borrowings under short-term financing arrangements, and issuance of equity securities. See "Liquidity and Capital Resources" below for additional information about the Company's convertible notes and borrowings under short-term financing arrangements.

Industry and Business Trends

The information in "Industry and Business Trends" included in ITEM 1 - "Business" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, is incorporated herein by reference.

Strategic Profitable Growth Initiatives

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

Results of Operations

The Three months ended September 30, 2024, Compared to the Three months ended September 30, 2023

Net Sales

For the three months ended September 30, 2024, our consolidated net sales decreased by $0.3 million, or 13.5%, to $2.1 million, compared to the three months ended September 30, 2023. The decrease in net sales mainly reflects: (a) the decline in orders from independent distributors; (b) the decline in the number of independent distributors, resulting, in part, from recent product reformulations and increased competition for independent distributors, and (c) the generally adverse impact on consumer buying trends resulting from the recent increase in consumer good prices in the U.S.

During the three months ended September 30, 2024, and 2023, the Company derived substantially all its consolidated net sales from the sale of its health and wellness products.

Gross Profit

For the three months ended September 30, 2024, our consolidated gross profit decreased by approximately $0.3 million, to $1.5 million, compared to the three months ended September 30, 2023; and our consolidated gross margin was 70.1% and 72.2%, respectively. The gross margin was about the same compared to the last year's which is mainly due to efforts to reduce our cost of goods sold and our shipping expenses.

Selling and Marketing Expenses

For the three months ended September 30, 2024, our consolidated selling and marketing expenses decreased by $0.1 million, to $0.7 million, or 31.3% of consolidated net sales, compared to $0.7 million, or 30.9% of consolidated net sales, for the three months ended September 30, 2023. The $0.1 million decrease in consolidated selling and marketing expenses is primarily due to lower sales commissions (which reflects the decrease in consolidated sales discussed above).

General and Administrative Expenses

For the three months ended September 30, 2024, our consolidated general and administrative expenses (which include corporate employee compensation and benefits, stock-based compensation, professional fees, rent and other occupancy costs, certain consulting fees, telephone and information technology expenses, insurance premiums, and other administrative expenses) decreased by approximately $0.7 million, to $1.4 million. The $0.7 million decrease was primarily due to lower consulting expense of approximately $0.2 million, and lower employee compensation and compensation-related benefits of $0.3 million due to less headcount year over year.

Change in Fair Value of Embedded Derivatives

For the three months ended September 30, 2024, we recorded a non-cash income of approximately $364,000 in connection with the issuance of five convertible promissory notes to our related parties Alset Inc. and HWH International Inc., representing the change in fair value of embedded derivatives.

Interest Expense, Net

For the three months ended September 30, 2024, our consolidated interest expense was $161,908, excluding interest income of $113.

For the three months ended September 30, 2023, our consolidated interest expense was $453,480, excluding amortization of debt discount and amortization of deferred financing costs of $1,509,812, and interest income of $25.

Other Income

For the three months ended September 30, 2023, Sharing Services qualified and is eligible for a U.S. government ERTC (employee retention tax credit) for $1.8 million.

Loss on Extinguishment of Debt

For the three months ended September 30, 2024, no gain on extinguishment of debt was recognized.

In August 2023, Sharing Services and DSSI entered into an agreement pursuant to which DSSI agreed to cancel the promissory note dated June 15, 2022, including the aggregate principal amount of the Note and unpaid interest of $26.2 million in exchange for 26,000 shares of Sharing Services Series D Preferred Stock, par value $0.0001 per share. The Company recognized a loss on extinguishment of debt of $188,842 in connection therewith.

Other Non-operating Income (expense), net

For the three months ended September 30, 2024, there was a loss of foreign currency transactions of $33,370.

For the three months ended September 30, 2023, there was a gain of foreign currency transactions of $5,613.

Income Tax Expense

Income tax expenses include current and deferred income taxes for both our domestic and foreign operations. Income from our international operations is subject to taxation in the countries in which we operate.

For the three months ended September 30, 2024, no income tax benefit/expense was recognized. During the three months ended September 30, 2023, the Company recognized a current federal income tax expense of $3,176, and a state and local tax expense of $8,926.

Net Loss and Loss per Share

As a result of the foregoing, for the three months ended September 30, 2024, our consolidated net loss was $0.5 million, compared to $1.5 million for the three months ended September 30, 2023. For the three months ended September 30, 2024, our basic and diluted loss per share was $1.68. For the three months ended September 30, 2023, our basic and diluted loss per share was $5.40.

Six months ended September 30, 2024, as compared to the Six months ended September 30, 2023

Net Sales

For the six months ended September 30, 2024, our consolidated net sales decreased by $1.0 million, or 18.5%, to $4.3 million, compared to the six months ended September 30, 2023. The decrease in net sales mainly reflects: (a) the decline in orders from independent distributors; (b) the decline in the number of independent distributors, resulting, in part, from recent product reformulations and increased competition for independent distributors, and (c) the generally adverse impact on consumer buying trends resulting from the recent increase in consumer good prices in the U.S.

During the six months ended September 30, 2024, and 2023, the Company derived substantially all its consolidated net sales from the sale of its health and wellness products.

Gross Profit

For the six months ended September 30, 2024, our consolidated gross profit decreased by approximately $0.8 million, to $3.0 million, compared to the six months ended September 30, 2023; and our consolidated gross margin was 69.8% and 71.3%, respectively. The gross margin was about the same compared to the last year's which is mainly due to efforts to reduce our cost of goods sold and our shipping expenses.

Selling and Marketing Expenses

For the six months ended September 30, 2024, our consolidated selling and marketing expenses decreased by $0.9 million, to $1.3 million, or 29.9% of consolidated net sales, compared to $2.2 million, or 40.9% of consolidated net sales, for the six months ended September 30, 2023. The $0.9 million decrease in consolidated selling and marketing expenses is primarily due to lower sales commissions of $0.7 million (which reflects the decrease in consolidated sales discussed above) and lower convention expenses of $0.2 million.

General and Administrative Expenses

For the six months ended September 30, 2024, our consolidated general and administrative expenses (which include corporate employee compensation and benefits, stock-based compensation, professional fees, rent and other occupancy costs, certain consulting fees, telephone and information technology expenses, insurance premiums, and other administrative expenses) decreased by approximately $1.4 million, to $3.0 million. The $1.4 million decrease was primarily due to lower consulting expense of approximately $0.4 million, and lower employee compensation and compensation-related benefits of $0.6 million due to less headcount year over year.

Change in Fair Value of Embedded Derivatives

For the six months ended September 30, 2024, we recorded a non-cash income of approximately $176,000 in connection with the issuance of five convertible promissory notes to our related parties Alset Inc. and HWH International Inc., representing the change in fair value of embedded derivatives.

Interest Expense, Net

For the six months ended September 30, 2024, our consolidated interest expense was $309,854, excluding interest income of $395.

For the six months ended September 30, 2023, our consolidated interest expense was $1.1 million, excluding amortization of debt discount and amortization of deferred financing costs of $2.0 million, and interest income of $290,024.

Loss on Extinguishment of Debt

For the six months ended September 30, 2024, no gain on extinguishment of debt was recognized.

Effective June 30, 2023, the Company, and DSSI, entered into three transactions whereby such transactions offset certain liabilities through the sale of assets. The Company recognized the transactions as extinguishment of debt of with a gain of $150,634, before income tax, in connection therewith. In August 2023, Sharing Services and DSSI entered into an agreement pursuant to which DSSI agreed to cancel the promissory note dated June 15, 2022, including the aggregate principal amount of the Note and unpaid interest of $26.2 million in exchange for 26,000 shares of Sharing Services Series D Preferred Stock, par value $0.0001 per share. The Company recognized a loss on extinguishment of debt of $188,842 in connection therewith.

Other Non-operating Income (expense), net

For the six months ended September 30, 2024, there was a loss of foreign currency transactions of $29,706.

For the six months ended September 30, 2023, our net consolidated non-operating income, includes litigation settlements and other non-operating income of $103,434.

Net Loss and Loss per Share

As a result of the foregoing, for the six months ended September 30, 2024, our consolidated net loss was $1.4 million, compared to $3.9 million for the six months ended September 30, 2023. For the six months ended September 30, 2024, and September 30, 2023, our basic and diluted loss per share was $5.26 and $14.51, respectively.

Liquidity and Capital Resources

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

Working Capital

Working capital (total current assets minus total current liabilities). We had a deficiency in our working capital of approximately $5.1 million as of September 30, 2024, compared to $4.2 million as of March 31, 2024.

As of September 30, 2024, and March 31, 2024, our cash and cash equivalents were $0.7 million and $0.9 million, respectively. Based upon the current level of operations and anticipated investments necessary to grow our business, while we believe that existing cash balances and anticipated funds from operations may be sufficient to meet our working capital requirements over the next 12 months, we will need to obtain additional financing through the issuance of equity securities and convertible promissory notes. Please see NOTE 2 - GOING CONCERN.

Historical Cash Flows

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

The following table summarizes our cash flow activities for the six months ended September 30, 2024, compared to the six months ended September 30, 2023:

		Six Months Ended September 30,
		2024			2023
Net cash used in operating activities		$	(1,243,216	)		$	(2,970,305	)
Net cash provided by financing activities			1,085,000				1,200,000
Impact of currency rate changes in cash			(6,414	)			160,759
Decrease in cash and cash equivalents		$	(164,630	)		$	(1,609,546	)

Net Cash Used in Operating Activities

For the six months ended September 30, 2024, net cash used in operating activities was $1.2 million, compared to $3.0 million for the six months ended September 30, 2023. The $1.7 million decrease was primarily due to a decline in operating losses of $1.5 million (excluding non-cash items, such as depreciation and amortization, stock-based compensation expense, provision for obsolete inventory losses, amortization of debt discount, unrealized gain (loss) on investments, losses on impairment of investments in unconsolidated entities and notes receivable, and gains on extinguishment of debt).

Net Cash Provided by Financing Activities

For the six months ended September 30, 2024, net cash provided by financing activities was $1.1 million, compared to $1.2 million for the six months ended September 30, 2023. The $1.1 million represents proceeds from loans under convertible promissory notes and other borrowings.

Impact of currency rate changes in cash

For the six months ended September 30, 2024, the impact of currency rate changes in cash was negative $6,414, compared to $160,759, for the six months ended September 30, 2023.

Potential Future Acquisitions

The Company, directly and through its subsidiaries, may make strategic acquisitions and purchases of equity interests in businesses that complement its business competencies and growth strategy. Such acquisitions and purchases of equity interests are expected to be funded with cash and cash equivalents, cash provided by operations, if any, and issuance of equity securities and debt.

Capital Requirements

During the quarter ended September 30, 2024, there were no capital expenditures for property and equipment (consisting of furniture and fixtures, computer equipment and software, other office equipment and leasehold improvements) in the ordinary course of our business.

Contractual Obligations

There were no material changes to our contractual cash obligations during the six months ended September 30, 2024.

Off-Balance Sheet Financing Arrangements

As of September 30, 2024, we had no off-balance sheet financing arrangements.

Critical Accounting Estimates

There were no material changes to the Company's critical accounting estimates or assumptions since March 31, 2024.

Accounting Changes and Recent Accounting Pronouncements

For discussion of accounting changes and recent accounting pronouncements, see Note 3 of the Notes to Condensed Consolidated Financial Statements contained elsewhere in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company is a Smaller Reporting Company, as defined in Rule 12b-2 of the Exchange Act, and, accordingly, is not required to provide the information called for by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the fiscal period covered by this Quarterly Report, and concluded that, as of September 30, 2024, due to material weaknesses in our internal control over financial reporting that have yet to be fully remediated, the Company's disclosure controls and procedures were ineffective in providing reasonable assurance that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management and its Board of Directors, as appropriate to allow timely decisions regarding required disclosure.

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

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

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

The information contained in Note 14, COMMITMENTS AND CONTINGENCIES - Legal Proceedings, of the Notes to Unaudited Condensed Consolidated Financial Statements located elsewhere in this Quarterly Report is incorporated herein by reference.

Item 1A. Risk Factors.

The factors contained in ITEM 1A, - "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, are incorporated herein by reference.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

(a) Unregistered Sales of Securities

None

(b) Not applicable

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Item 3. Defaults Upon Senior Securities.

(a) Not applicable

(b) Not applicable

Item 4. Mining Safety Disclosures.

Not applicable

Item 5. Other Information.

None

Item 6. Exhibits.

The following exhibits are filed as part of this Quarterly Report unless otherwise indicated:

3.1		Amended and Restated Certificate of Designation of Series D Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on November 16, 2023)
10.1†		Asset Purchase Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 21, 2023)
10.2		Bill of Sale and Assumption Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on November 21, 2023)
10.3		Exclusive Intellectual Property License Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on November 21, 2023)
10.4		Assignment and Assumption Agreement between Sharing Services Global Corporation, Decentralized Sharing Systems, Inc., and Ascend Management Pte. Ltd., dated November 3, 2023 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on November 21, 2023)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

*Filed herewith

**Furnished herewith.

† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(b)(2) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SHARING SERVICES GLOBAL CORPORATION
	(Registrant)
Date: November 13, 2024
	By:	/s/ John Thatch
		John Thatch
		President, Chief Executive Officer and Vice Chairman of the Board of Directors
		(Principal Executive Officer)
Date November 13, 2024
	By:	/s/ Anthony S. Chan
		Anthony S Chan
		Chief Financial Officer
		(Principal Financial Officer)

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