SHARING SERVICES GLOBAL CORP MANAGEMENT REPORT OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-K)

In March 2021, the Company changed its fiscal year-end from a fiscal year ending
on April 30th to a fiscal year ending on March 31st. This section reflects
management's views of the consolidated financial condition as of March 31, 2022,
and 2021, and the consolidated results of operations and changes in financial
condition for the fiscal year ended March 31, 2022 (a 12-month period) and the
fiscal year ended March 31, 2021 (an 11-month period) of Sharing Services Global
Corporation and consolidated subsidiaries. This section should be read in
conjunction with, the Company's audited consolidated financial statements and
related notes contained in Item 8 of this Annual Report. We believe the recent
COVID pandemic is likely to have had and continues to have a material adverse
impact on our business, financial condition, cash flows, and results of
operations. See Overview - "Continuing Uncertainty Regarding the Recent COVID
Pandemic" below. This section may contain forward-looking statements. Please see
"Cautionary Notice Regarding Forward-Looking Statements." located at the front
of this report.


Summary of the results of the operations:


                                     Fiscal Year Ended March 31,
                                                                           Increase            %
                                        2022              2021            (Decrease)         Change
Net sales                          $   34,424,314     $  64,811,151     $  (30,386,836 )        -46.9 %
Gross profit                           23,622,443        46,546,657        (22,924,214 )        -49.2 %
Operating expenses                    (36,954,618 )     (48,724,183 )      (11,769,565 )        -24.2 %
Operating loss                        (13,332,175 )      (2,177,526 )       11,154,649            512 %
Non-operating income (loss), net       (6,810,312 )         347,996          7,158,308           2057 %
Loss before income taxes              (20,142,487 )      (1,829,530 )      
18,312,957            966 %
Income tax benefit                     (3,035,990 )        (594,509 )        2,441,481            411 %
Net loss                           $  (17,106,497 )   $  (1,235,021 )   $   15,871,476           1285 %



Highlights of the year ended March 31, 2022:

? For the year ended March 31, 2022our consolidated net sales decreased

by $30.4 millionat $34.4 millioncompared to $64.8 million for exercise

year ended March 31, 2021.

? For the year ended March 31, 2022our consolidated gross margin

decreased by $22.9 millionat $23.6 millioncompared to $46.5 million for the

financial year ended March 31, 2021and our consolidated gross margin was 69.1%

and 71.8%, respectively.

? For the year ended March 31, 2022our consolidated operating loss was

$13.3 million compared to $2.2 million for the year ended March, 31st,

   2021.




? For the year ended March 31, 2022our consolidated net non-operating income

expenses were $6.8 million compared to net non-operating income of $347,996

for the year ended March 31, 2021.

? For the year ended March 31, 2022our consolidated net loss was $17.1

million, against $1.2 million for the year ended March 31, 2021. Our

the diluted loss per share was $0.08 for the year ended March 31, 2022,

compared $0.01 for the year ended March 31, 2021.

? For the year ended March 31, 2022our consolidated net cash used in

operating activities has been $15.2 million compared to $1.6 million for exercise

   year ended March 31, 2021.




? In April 2021Sharing borrowed services $30.0 million of Decentralized

Sharing Systems, Inc. (“DSSI”), a subsidiary of DSS, Inc. (formerly Document

Security Systems, Inc.) (“DSS”), and, together with DSS, a controlling shareholder

   of the Company.




? In April 2021Sharing Services issued 27,000,000 class A shares to DSSI

Ordinary shares, including 15,000,000 shares in payment of a loan origination fee

of $3.0 million and 12,000,000 shares in early redemption of $2.4 million in the interest

under the DSSI loan mentioned in the previous point.

? In September 2021Sharing of invested services $1.4 million at Stem Tech

Company and $1.5 million in MojiLife, LLCtwo growing emerging companies.



20





? In December 2021Sharing Services, through a subsidiary, purchased 25,800

square foot office building in Lindon, UT for $8.9 million.

? In December 2021DSSI has invested $3.0 million in Exchange Sharing Services

for 50,000,000 Class A common shares of Sharing Services and one share

   Warrant to purchase up to 50,000,000 shares of Class A Common Stock.

? In January 2022DSS has agreed to provide certain consulting services to Sharing

Services in exchange for a monthly fee of $60,000 and a fully invested detachable

share purchase warrant to purchase up to 50,000,000 Class A common shares.

The BSA may be exercised at the exercise price of $0.0001 per share.

? In February 2022Sharing Services issued 50,000,000 Class A common shares

Stock at DSS during the exercise of the Warrant discussed in the previous point.

? In March 2022the Company has entered into a 7-year lease for its new Corporate

Head office located at Map, Texas. The Company intends to move to its

   new headquarters in the first half of its fiscal year 2023.




Overview



Brief description of the company



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 distributes its products
from the U.S. to customers located in Australia, New Zealand and other
countries. The Company's U.S. subsidiaries market our products and services
through an independent sales force, using their proprietary websites, including:
www.elevacity.com and www.thehappyco.com. In June 2021, the Company, through a
subsidiary, commenced operations in the Republic of Korea (South Korea).



The Company 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.



Corporate Name Change



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



Change of Fiscal Year



In March 2021, Sharing Services changed its fiscal year-end from a fiscal year
ending on April 30th to a fiscal year ending on March 31st. In connection with
this change, the Company decided not to restate the information reported for
prior accounting periods, because: (a) the Company's businesses are not
inherently seasonal, (b) the change in fiscal years did not otherwise materially
distort comparability of the Company's results of operations and cash flows, and
(c) the cost to restate the data reported for prior periods outweighs the
usefulness of such restated data. Accordingly, the consolidated financial
statements included herein reflect the results of operations and cash flows for
the fiscal year ended March 31, 2022 (365 days) compared to the eleven months
ended March 31, 2021 (335 days).



Strategic Growth Initiatives


The Company intends to grow its business by pursuing a multipronged growth
strategy, that includes: (a) expanding its product offerings, both within the
health and wellness category and in new product categories, (b) expanding its
direct-to consumer geographic footprint (primarily in Asia), and (c) 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.



21





Ongoing uncertainty regarding the recent COVID pandemic



In 2020, in response to the COVID pandemic, governments in the countries where
our products are sold mandated or recommended various containment measures,
including selective business closures, social distancing, quarantine,
stay-at-home or shelter-in-place directives, and limitations on, or
cancellations of, larger meetings and other public events. We believe that the
actual impact of the health crisis, and/or actions taken to contain the spread
of the virus, have had and continue to have an adverse impact on the economies
in the geographies we serve. Consumer demand for discretionary products such as
ours is sensitive to significant downturns in the economy, increases in
unemployment or decreases in perceived employment security, and decreases in
consumer sentiment in general.



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



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



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



The financial year has ended March 31, 2022compared to the year ended March 31, 2021



Results of Operations



Net Sales



For the fiscal year ended March 31, 2022 (a 12-month period), our consolidated
net sales decreased by $30.4 million, to $34.4 million, compared to the fiscal
year ended March 31, 2021 (an 11-month period). The decrease in net sales mainly
reflects: (a) continuation of the decline in consumer orders that we experienced
since the fourth quarter of the fiscal year 2020, (b) a decline in independent
distributor orders, in the number of new independent distributors and in the
number of continuing active distributors, resulting, in part, from recent
product reformulations and increased competition for independent distributors,
and (c) the generally adverse impact on consumer buying trends resulting from
the recent COVID pandemic and actions taken to help mitigate the spread of the
virus in the U.S. and Canada. In efforts to restore sales growth, in the past
several months, we have developed and launched our new business brand, "The
Happy Co TM," at our Elevacity division, have accelerated our previously
announced initiatives to expand our operations into additional international
geographies, and have further intensified our efforts to recruit, develop and
reward our distributors and our efforts reach new consumers, including through
the continued introduction of new products. This decrease was partially
mitigated by sales (approximately $1.4 million) of our new operations in Asia
and sales (approximately $5.2 million) of health and wellness products
introduced in the U.S. since March 31, 2021.



We believe there has been and continues to be significant uncertainty about the
potentially adverse impact of the current health crisis on the economies and
employment markets of several countries, including the U.S. and Canada. Please
see Overview - "Continuing Uncertainty Regarding the Recent COVID Pandemic"
above.



The decrease of $30.4 million in consolidated net sales reflects a decrease in
number of comparable product units sold (26%) and a decrease in average unit
sales prices (74%).


During the year ended March 31, 2022and 2021, the Company derived approximately 87% and 99%, respectively, of its consolidated net sales from the sale of its health and wellness product line.



During the fiscal year ended March 31, 2022, approximately 66% of consolidated
net sales were to consumers (including approximately 32% to recurring customers,
which we refer to as "SmartShip" sales, and approximately 34% were to new
customers) and approximately 34% of consolidated net sales were to independent
distributors. During the fiscal year ended March 31, 2021, approximately 71% of
our net sales were to customers (including approximately 43% to recurring
customers and approximately 28% were to new customers) and approximately 29% of
our net sales were to our independent distributors.



Gross Profit



For the fiscal year ended March 31, 2022, our consolidated gross profit
decreased by $22.9 million, to $23.6 million, compared to the fiscal year ended
March 31, 2021, and our consolidated gross margin was 68.6% and 71.8%,
respectively. During the fiscal year ended March 31, 2022, gross margin was
adversely affected by aggressive product pricing and a shift in product sales
mix (to lower margin products) in the normal course of business, partially
offset by a decrease in our provision for expiring, damaged or excess
(slow-moving) inventory of $399,050.



22





Sales and marketing expenses



For the fiscal year ended March 31, 2022, our consolidated selling and marketing
expenses decreased to $17.2 million, or 50.1% of consolidated net sales,
compared to $29.7 million, or 45.9% of consolidated net sales for the fiscal
year ended March 31, 2021. The decrease of $12.5 million in consolidated selling
and marketing expenses is primarily due to lower sales commissions of $13.1
million (which reflects decrease in consolidated net sales discussed above),
partially offset by higher sales convention expenses of $417,369 (as we resumed
holding some in-person conventions in 2022) and higher marketing expense of
$159,124.



General and administrative expenses



For the fiscal year ended March 31, 2022, our general and administrative
expenses (which include corporate employee compensation and benefits,
share-based compensation, professional fees, rent and other occupancy costs,
certain consulting fees, telephone and information technology expenses,
insurance premiums, and other administrative expenses) increased to $19.7
million, or 57.3% of consolidated net sales compared to $19.0 million, or 29.3%
of consolidated net sales, for the fiscal year ended March 31, 2021. The
increase in general and administrative expenses was due to higher consulting and
professional fees of $3.0 million (including consulting fees of $766,415 in
connection with a Consulting Agreement with DSS), higher loss on impairment of
notes receivable and other assets of $543,042, higher depreciation and
amortization expenses of $492,019, and higher other general corporate
administrative expenses (other than consulting and professional fees, and bad
debt expense) of $78,387, partially offset by lower stock-based compensation
expense of $3.4 million.



Interest Expense, Net



For the fiscal year ended March 31, 2022, interest expense was $2.4 million,
excluding amortization of debt discount of $8.9 million, amortization of
deferred financing costs of $985,401, and interest income of $83,356. Interest
expense of $2.4 million reflects mainly interest associated with borrowings
under the $30.0 million loan from "DSSI."



For the fiscal year ended March 31, 2021, our consolidated interest expense was
$42,932, excluding amortization of debt discount of $18,647 and interest income
of $13,966. Consolidated interest expense of $42,932 includes $37,425 associated
with borrowings under short-term financing arrangements and $5,507 associated
with our convertible notes.


Gain (loss) on employee warrant liability

For the year ended March 31, 20222021, the capital gains related to BSAs with variable exercise price after service rendered were $2.5 million and $530,335respectively.

Gain on extinguishment of debt



In June 2021, Sharing Services' borrowings under the Paycheck Protection Program
features of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the
"CARES Act") were forgiven pursuant to the CARES Act. The Company recognized a
gain on extinguishment of debt of approximately $1,040,400 in connection
therewith.



Unrealized gains (losses) on investments in unconsolidated entities



For the fiscal year ended March 31, 2022, net unrealized gains in connection
with our investment in equity instruments of unconsolidated entities were $3.6
million. See Note 9 of the Notes to Consolidated Financial Statements for more
details.



Impairment Losses on Assets


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



Other non-operating income/expenses, net

For the year ended March 31, 2022other non-operating expenses were
$211,035consisting mainly of losses on foreign exchange transactions of approximately $170,000 and litigation costs of approximately
$26,000. For the year ended March 31, 2021other consolidated non-operating expenses (consisting of litigation settlement costs) were
$134,726.



Income Tax Benefit



During the fiscal year ended March 31, 2022, the Company recognized a current
federal income tax benefit of $2.1 million, including a valuation allowance of
$2.1 million placed on certain deferred tax assets being carried forward or
projected to reverse in future years due to the uncertainty of the Company
generating sufficient taxable income in the foreseeable future to make
realization probable, a deferred income tax benefit of $1.0 million, and a
provision for state and local taxes of $100,569. During the fiscal year ended
March 31, 2021, the Company recognized a current federal income tax benefit of
$326,121, a deferred income tax benefit of $536,861, and a provision for state
and local taxes of $268,473 million. See Note 2 - "SIGNIFICANT ACCOUNTING
POLICIES" of the Notes to Consolidated Financial Statements in ITEM 8 -
"Financial Statements and Supplementary Data" contained elsewhere in this Annual
Report for information about the Company's accounting policies regarding
accounting for income taxes.



23





Net earnings (loss) and earnings (loss) per share

As a result of the above, for the year ended March 31, 2022and 2021, our consolidated net loss was $17.1 million and $1.2 million, respectively. For the year ended March 31, 2022and 2021, our diluted loss per share was $0.08 and $0.01respectively.

Cash 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) was $7.4 million and $3.5 million of the March 31, 2022and 2021, respectively.



As of March 31, 2022, and 2021, cash and cash equivalents were $17.0 million and
$12.1 million, respectively. Based upon the current level of operations and
anticipated investments necessary to grow our business, we believe that existing
cash balances and anticipated funds from operations will likely be sufficient to
meet our working capital requirements over the next 12 months. However, when
needed to compensate for any temporary fluctuations in our working capital
needs, compared to our operating cash flows, we may obtain occasional additional
financing through the issuance of equity securities and secured and unsecured
debt, including borrowings under convertible notes and short-term financing
arrangements. Please see ITEM 1A - "RISK FACTORS" - "Our ability to generate
sustained positive cash flows from operations or to obtain additional financing,
if needed, with which to fund our working capital needs, including servicing or
refinancing our debt, now and in the future."



Historical Cash Flows



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



The following table presents our treasury activities for the year ended
March 31, 2022compared to the year ended March 31, 2021:


                                                Fiscal Year Ended March 31
                                                                            Increase
                                        2022               2021            (Decrease)
Net cash used in operating
activities                         $  (15,226,654 )   $   (1,566,970 )   $   13,659,684
Net cash used in investing
activities                            (12,843,757 )       (1,195,639 )       11,648,118
Net cash provided by financing
activities                             32,978,607          3,164,290       

29,814,317

Impact of currency rate changes
in cash                                   (29,339 )                -       

29,339

Net increase (decrease) in cash
and cash equivalents               $    4,878,857     $      401,681     $    4,477,176



Net cash used in operating activities

Net cash used in operating activities increased by $13.7 million, to $15.2
million, for the fiscal year ended March 31, 2022, compared to the fiscal year
ended March 31, 2021. The $13.7 million increase was due to an increase in our
operating loss of $9.6 million, excluding non-cash items, such as depreciation
and amortization, stock-based compensation expense, provision for obsolete
inventory losses, amortization of debt discount, gains (losses) on investments
in unconsolidated entities and losses on impairment of notes receivable and
other assets, and deferred income taxes and net changes in operating assets
and
liabilities of $4.1 million.


Net cash used in investment activities

Net cash used in investing activities increased by $11.6 million, to $12.8
million, for the fiscal year ended March 31, 2022, compared to the fiscal year
ended March 31, 2021. The $11.6 million increase was primarily due to higher
capital expenditures (including the impact of the December 2021 purchase of our
Lindon, Utah building) and capitalizable costs related to ongoing upgrades to
our information technology systems, in the aggregate, of $8.4 million, higher
payments for investments in unconsolidated entities of $2.9 million and higher
net payments for notes receivable of $483,638. This increase was partially
offset by lower payments for intangible assets of $190,151.



Net cash provided by financing activities



Net cash provided by financing activities increased by $29.8 million, to $33.0
million for the fiscal year ended March 31, 2022, compared to the fiscal year
ended March 31, 2021. The $29.8 million increase was mainly due to higher net
proceeds ($29.0 million) from borrowings under short-term financing arrangements
and/or convertible promissory notes (including borrowings of $30.0 million from
DSSI in the fiscal year ended March 31, 2022) and lower repurchases of common
stock of $899,500. This increase was partially offset by repayment of a
convertible note of $100,000.



24





Impact of exchange rate variations on cash



Prior to April 1, 2021, substantially all consolidated net sales were
denominated in U.S. dollars. Effective April 1, 2021, the Company's consolidated
financial statements reflect the operation of our wholly owned subsidiaries
operating in the Asia Pacific region. See Note 2 - "SIGNIFICANT ACCOUNTING
POLICIES" of the Notes to Consolidated Financial Statements contained elsewhere
in this Annual Report for information about our translation of foreign currency
financial statements.


Potential future acquisitions

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



Recent issues of Equity securities

During the year ended March 31, 2022:

? Sharing Services issued to DSSI 27,000,000 Class A common shares,

including 15,000,000 shares in payment of an origination fee $3.0

million and 12,000,000 shares in early redemption of $2.4 million in the interest of

link with the April 5, 2021DSSI loan discuss below.

? DSSI has invested $3.0 million in sharing services in exchange for 50,000,000

shares of its Class A common stock and a warrant to purchase up to 50,000,000

Class A common stock.

? Sharing Services issued 50,000,000 Class A common shares to DSS on

exercise of the BSA granted to DSS as part of an advisory mission

agreement concluded in January 2022. See NOTE 15, “RELATED PARTIES

TRANSACTIONS” of the notes to the consolidated financial statements in HEADING 8 –

“Financial Statements and Supplementary Data” contained elsewhere in this

    Annual Report for more details.



Short-term borrowings and convertible notes

Borrowing under financing agreements (note payable)



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



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



Convertible Notes Payable



In the fiscal year ended March 31, 2022, the Company repaid convertible notes
payable in the aggregate amount of $100,000. As of March 31, 2022, Convertible
Notes Payable consist of a Convertible Promissory Note in the principal amount
of $30.0 million in favor of DSSI, and a Convertible Promissory Note in the
principal amount of $50,000 , before unamortized discount of $5,244, held by HWH
International, as further discussed below.



On April 5, 2021, the Company and Decentralized Sharing Systems, Inc. ("DSSI")
who, together with its parent, DSS, Inc. (formerly Document Security Systems,
Inc.), is currently a majority shareholder of the Company, entered into a
Securities Purchase Agreement pursuant to which the Company issued: (a) a
Convertible Promissory Note in the principal amount of $30.0 million (the
"Note") in favor of DSSI, and (b) a detachable Warrant to purchase up to
150,000,000 shares of the Company's Class A Common Stock, at $0.22 per share.
The Note bears interest at the annual rate of 8% and matures on April 5, 2024.
Under the terms of the loan, the Company agreed to pay to DSSI a loan
Origination Fee of $3.0 million, payable in shares of the Company's Class A
Common Stock, at the rate of $0.20 per share. Interest on the Note is
pre-payable annually in cash or in shares of the Company's Class A Common Stock,
at the option of the Company, except that interest for the first year was
pre-payable in shares of the Company's Class A Common Stock. Borrowings under
the Note may be prepaid without penalty, in full or in part, at the option of
the Company, at any time after the first anniversary of the Note. At any time
during the term of the Note, all or part of the Note, including principal, less
unamortized prepaid interest, if any, plus any accrued interest and other fees
can be converted into shares of the Company's Class A Common Stock at the rate
of $0.20 per share, at the option of the holder. In April 2021, the Company
issued to DSSI 27,000,000 shares of its Class A Common Stock, including
15,000,000 shares in payment of the loan Origination Fee discussed above and
12,000,000 shares in prepayment of interest for the first year.



25






In October 2017, the Company issued a Convertible Promissory Note in the
principal amount of $50,000 (the "Note") to HWH International, Inc ("HWH" or the
"Holder"). HWH is affiliated with Heng Fai Ambrose Chan, who in April 2020
became a Director of the Company. The Note is convertible into 333,333 shares of
the Company's Common Stock. Concurrent with issuance of the Note, the Company
issued to HWH a detachable warrant to purchase up to an additional 333,333
shares of the Company's Common Stock, at an exercise price of $0.15 per share.
Under the terms of the Note and the detachable stock warrant, the Holder is
entitled to certain financing rights. If the Company enters into more favorable
transactions with a third-party investor, it must notify the Holder and may have
to amend and restate the Note and the detachable stock warrant to be identical.
HWH has informed the Company that it believes that during the term of the Note,
the Company has granted more favorable financing terms to third-party lenders.
As of the date of this Annual Report, the Company and HWH are evaluating
alternative options to settle this Note in the foreseeable future.



Capital Resources


During the two fiscal years in the period ended March 31, 2022, the Company did
not have material commitments for capital expenditures. During the fiscal year
ended March 31, 2022 (a 12-month period) and March 31, 2021 (an 11-month
period), our consolidated capital expenditures were $364,589 and $751,230,
respectively, primarily consisting of the purchase of furniture and fixtures,
computer equipment and software, and leasehold improvements in the ordinary
course of our business.



In addition, in the fiscal year ended March 31, 2022, our consolidated capital
expenditures include our purchase, through one of our subsidiaries, of an office
building in Lindon, Utah for $8,942,640. Further, in the fiscal year ended March
31, 2021, the Company capitalized costs related to ongoing upgrades to its
information technology systems and office renovations, in the aggregate, of
$163,106. These capitalized costs were carried in other assets in our
Consolidated Balance Sheets until the related assets were placed in service in
the fiscal year ended March 31, 2022.



Cash requirements arising from known contractual and other obligations

As of March 31, 2022, the Company's contractual obligations consist of (a)
future principal and interest payments in the aggregate amount of $34.9 million
in connection with the Company's convertible debt and (b) obligations associated
with Type B leases (as defined by Accounting Standards Codification ("ASC")
Topic 842, Leases) of $816,016. See Note 13 - "LEASES" of the Notes to
Consolidated Financial Statements contained in Item 8 - "Financial Statements
and Supplementary Data" of this Annual Report for more details about the
Company's leases.



As discussed above, on April 5, 2021, the Company and Decentralized Sharing
Systems, Inc. ("DSSI") who, together with its parent, DSS, Inc., is currently a
majority shareholder of the Company, entered into a Securities Purchase
Agreement pursuant to which the Company issued: (a) a Convertible Promissory
Note in the principal amount of $30.0 million (the "Note") in favor of DSSI, and
(b) a detachable Warrant to purchase up to 150,000,000 shares of the Company's
Class A Common Stock, at $0.22 per share. The Note bears interest at the annual
rate of 8% and matures on April 5, 2024. In May 2022, the parties to the
Securities Purchase Agreement entered into a term sheet pursuant to which the
Company agreed to issue to DSSI (a) a two-year Convertible, Advancing Promissory
Note in the principal amount of $27.0 million (the "2022 Note") in favor of DSSI
and (b) a detachable Warrant to purchase up to 818,181,819 shares of the
Company's Class A Common Stock at the exercise price of $0.033 per share. The
2022 Note bears interest at the annual rate of 8% and is due and payable on
demand or, if no demand, on May 1, 2024. At any time during the term of the 2022
Note, all or part of the Note may be converted into up to 818,181,819 shares of
the Company's Class A Common Stock, at the option of the holder. Under the terms
of the term sheet, the Company agreed to pay to DSSI a loan origination fee of
$270,000, payable in shares of the Company's Class A Common Stock or in cash, at
the Company option. In addition, pursuant to the letter of intent, DSSI agreed
to surrender to the Company all DSSI's rights pursuant to (a) a certain
Convertible Promissory Note in the principal amount of $30.0 million issued in
April 2021 in favor of DSSI, and (b) a certain detachable Warrant to purchase up
to 150,000,000 shares of the Company's Class A Common Stock, at $0.22 per share
issued concurrently with such $30.0 million note. The Company will recognize the
exchange of the 2022 Note and detachable warrant for the April 2021 note and
detachable warrant as a modification of debt upon closing of the transaction,
expected in the first quarter of its fiscal year ending March 31, 2023.



26





Critical accounting estimates



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



Our critical accounting estimates relate to the valuation of inventory, the valuation of long-lived assets for impairment, the valuation of stock-based compensation awards, the valuation of contingent losses, and income taxes.



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



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



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



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


Income Taxes - Income taxes have a significant effect on our net earnings. As of
March 31, 2022, we are subject to income taxes primarily in the U.S. The
determination of our provision for income taxes requires judgment, the use of
estimates in certain cases and the interpretation and application of complex tax
laws and regulations. Our effective income tax rate is affected by many factors,
including changes in our assessment of certain tax contingencies, increases and
decreases in valuation allowances, changes in tax law, outcomes of
administrative audits, the impact of discrete items, and may fluctuate as a
result.



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



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



Recent accounting pronouncements and accounting changes

The information contained in Note 2 of the Notes to Consolidated Financial
Statements, under the sub-headings: "Recently Issued Accounting Standards -
Pending Adoption" and "Recently Issued Accounting Standards - Recently Adopted,"
in ITEM 8 - "Financial Statements and Supplementary Data" below, is incorporated
herein by reference.

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