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, 2022, 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,       September 30,         Increase                          September 30       September 30,          Increase
                                        2022                2021            (Decrease)         % Change           ,2022                2021             (Decrease)         % Change
Net sales                          $    4,188,152      $    9,873,300      $  (5,685,148 )         -57.6 %    $    9,491,770      $   21,084,827      $  (11,593,057 )         -55.0 %
Gross profit                            2,428,376           6,948,861         (4,520,485 )         -65.1 %         6,074,966          14,806,577          (8,731,611 )         -59.0 %

Operating expenses                     (6,595,518 )       (10,562,861 )    

  (3,967,343 )         -37.6 %       (13,904,221 )       (20,441,646 )        (6,537,425 )         -32.0 %
Operating loss                         (4,167,142 )        (3,614,000 )          553,142            15.3 %        (7,829,255 )        (5,635,069 )         2,194,186            38.9 %

Net non-operating expenses            (14,772,836 )          (354,899 )       14,417,937           406.3 %       (12,803,590 )        (1,133,948 )        11,669,642           102.9 %
Loss before income taxes              (18,939,978 )        (3,968,899 )    

  14,971,079           377.2 %       (20,632,845 )        (6,769,017 )        13,863,828           204.8 %
Income tax benefit                       (554,075 )        (1,254,134 )         (700,059 )         -55.8 %          (893,932 )          (506,245 )           387,687            76.6 %
Net loss                           $  (18,385,903 )    $   (2,714,765 )    $  15,671,138           577.3 %    $  (19,738,913 )    $   (6,262,772 )    $   13,476,141           215.2 %



Highlights for the Three months ended September 30, 2022:

? For the three months ended September 30, 2022, our consolidated net sales

decreased $5.7 million, or 57.6%, to $4.2 million, compared to the three

months ended September 30, 2021.

? For the three months ended September 30, 2022, our consolidated gross profit

decreased $4.5 million, or 65.1%, to $2.4 million, compared to the three

months ended September 30, 2021. Our consolidated gross margin was 66.3% for

the three months ended September 30, 2022, compared to 70.4% for the three

months ended September 30, 2021.

? For the three months ended September 30, 2022, our consolidated operating

expenses decreased $4.0 million, or 37.6%, to $6.6 million, compared to the

three months ended September 30, 2021.

? For the three months ended September 30, 2022, our consolidated operating loss


    was $4.2 million, compared to $3.6 million for the three months ended
    September 30, 2021.

  ? For the three months ended September 30, 2022, our consolidated net
    non-operating expense was $14.8 million, compared to net non-operating
    expenses of $0.4 million for the three months ended September 30, 2021.

? For the three months ended September 30, 2022, our consolidated net loss was

$18.4 million compared to net loss of $2.7 million for the three months ended

September 30, 2021. For the three months ended September 30, 2022, and
    September 30, 2021, our diluted losses per share were $0.07 and $0.01,
    respectively.

? For the six months ended September 30, 2022, our consolidated net cash used by

operating activities was $5.4 million compared to $10.2 million for the six

months ended September 30, 2021.

? In June 2022, the Company and Decentralized Sharing Systems, Inc. ("DSSI"), a

subsidiary of DSS, Inc. ("DSS"), and, together with DSS, a major shareholder

of the Company entered into an agreement pursuant to which the parties to the

agreement replaced the $30.0 million loan from April 2021 with a $27.0 million

loan.

? In June 2022, the Company, through a subsidiary, and American Pacific Bancorp,

Inc. ("APB"), a subsidiary of DSS, entered into a Loan Agreement pursuant to

which APB loaned the Company approximately $5.7 million.

? In August 2022, the Company entered into a revolving credit promissory note

("the Note") with APB, pursuant to which the Company has access to advances

with a maximum principal balance, not to exceed the principal sum of $10.0


    million.




25







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. Sharing Services'
combined platform currently leverages the capabilities and expertise of various
companies that market and sell products direct to the consumer through
independent contractors. The Company's new shared service platform will service
this direct selling "gig economy" sector by providing needed services that
companies will require to operate, such as equity and inventory financing,
advisory services, mobile application tools, merchant processing services,
commercial insurance, and event planning.



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 September 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.



Convertible Notes and Borrowing Under Short-term Financing Arrangements


Historically, the Company has funded a substantial portion of its liquidity and
cash needs through the intermittent issuance of convertible notes and borrowings
under short-term financing arrangements, and through the intermittent 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, 2022, is incorporated herein by reference.

Strategic Profitable Growth Initiatives





The Company intends to continue 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.



Continuing 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
Quarterly Report, we believe these necessary, temporary measurements are likely
to have had an adverse impact on our business.



26







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 our Annual Report on Form 10-K for the
fiscal year ended March 31, 2022, 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.



Results of Operations


Three months ended September 30, 2022 Compared to Three months ended September 30, 2021

Net Sales



For the three months ended September 30, 2022, our consolidated net sales
decreased by $5.7 million, or 57.6%, to $4.2 million, compared to the three
months ended September 30, 2021. 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
increase in consumer good prices and in energy costs in the U.S. and from
lingering effects of the COVID global health emergency and actions taken to help
mitigate the spread of the virus in the geographies in which we operate. In
efforts to restore strong sales growth, in the past several months, we have
developed and launched our new business brand, "The Happy CoTM," 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 to reach new consumers, including through the continued
introduction of new products.



We believe there 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
- Significant Uncertainty Regarding the Potential Impact of Ongoing COVID Health
Crisis above.


The $5.7 million decrease in consolidated net sales primarily reflects a decrease in number of comparable product units sold, partially offset by sales of products introduced since September 30, 2021, of approximately $1.2 million.





During the three months ended September 30, 2022, and 2021, the Company derived
substantially all its consolidated net sales from the sale of its Elevate health
and wellness product line.



During the three months ended September 30, 2022, approximately 62% of our net
sales were to customers (including approximately 39% to recurring customers,
which we refer to as "SmartShip" sales, and approximately 23% were to new
customers) and approximately 38% of our net sales were to our independent
distributors.



Gross Profit



For the three months ended September 30, 2022, our consolidated gross profit
decreased by $4.5 million, or 65.1%, to $2.4 million, compared to the three
months ended September 30, 2021, and our consolidated gross margins were 58.0%
and 70.0%, respectively. For the three months ended September 30, 2022, gross
margin was affected by an increase in shipping expenses and promotional pricing,
as a percentage of sales.


Selling and Marketing Expenses


For the three months ended September 30, 2022, our consolidated selling and
marketing expenses decreased by $3.0 million, to $2.0 million, or 49% of net
sales compared to $5.0 million, or 51% of net sales for the three months ended
September 30, 2021. The decrease in consolidated selling and marketing expenses
is due primarily to lower sales commissions of $6.0 million (which reflects
decrease in our consolidated net sales discussed above) partially offset by
higher sales convention expenses of approximately $742,814 (as we resumed
holding some in-person conventions).



General and Administrative Expenses


For the three months ended September 30, 2022, 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 $982,780 to $4.6 million, or 109% of consolidated net sales
compared to $5.5 million, or 56.1% of consolidated net sales, for the three
months ended September 30, 2021. The increase in consolidated general and
administrative expenses was primarily driven by higher professional, consulting
and legal expenses.



Interest Expense



For the three months ended September 30, 2022, our consolidated interest expense
was 3.3 million, including amortization of debt discount and deferred financing
costs, interest income , and other expenses associated with borrowings from
"DSSI" and related parties.



For the three months ended September 30, 2021, our consolidated interest expense
was $3.1 including amortization of debt discount and deferred financing costs,
interest income, and other expenses associated with borrowings from "DSSI"

and
related parties.


Net Other Non-operating Expenses

For the three months ended September 30, 2022, we had net consolidated non-operating expenses of approximately $14.8 million. For the three months ended September 30, 2021, our consolidated non-operating income was approximately $0.4 million.

Unrealized Gain (Loss) on Investments in Unconsolidated Entities and Marketable Securities





For the three months ended September 30, 2022, net unrealized losses, before
income tax, in connection with our investments in unconsolidated entities and
marketable securities was $11.6 million.



For the three months ended September 30, 2021, net unrealized gains, before income tax, in connection with our investment in unconsolidated entities were $2.1 million.

Gain (Loss) on Employee Warrants Liability


For the three months ended September 30, 2022, we recognized a compensatory gain
of $52,875, compared to $646,930 for the three months ended September 30, 2021,
in connection with employee warrants with a variable exercise price after
service was completed.



Income Tax Benefit


Income tax benefit includes 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.





During the three months ended September 30, 2022, the Company had a state and
local tax benefit of $3,294 and a provision for deferred federal income taxes of
$550,781.



27






Net Loss and Loss per Share





As a result of the foregoing, for the three months ended September 30, 2022, our
consolidated net loss was $18.4 million, compared to $2.7 million for the three
months ended September 30, 2021. For the three months ended September 30, 2022,
and September 30, 2021, our diluted loss per share was $0.07 and $0.01,
respectively.



Six months ended September 30, 2022 Compared to the Six months ended September 30, 2021

Net Sales



For the six months ended September 30, 2022, our consolidated net sales
decreased by $11.6 million, or 55.0%, to $9.5 million, compared to the six
months ended September 30, 2021. 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
increase in consumer good prices and in energy costs in the U.S. and from
lingering effects of the COVID global health emergency and actions taken to help
mitigate the spread of the virus in the geographies in which we operate. In
efforts to restore strong sales growth, in the past several months, we have
developed and launched our new business brand, "The Happy CoTM," 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 to reach new consumers, including through the continued
introduction of new products.



We believe there 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
- Significant Uncertainty Regarding the Potential Impact of Ongoing COVID Health
Crisis above.


The $11.6 million decrease in consolidated net sales primarily reflects a decrease in the number of comparable product units sold, partially offset by sales of products introduced since September 30, 2021, of approximately $190,000.





During the six months ended September 30, 2022, and 2021, the Company derived
substantially all its consolidated net sales from the sale of its Elevate health
and wellness product line.



During the six months ended September 30, 2022, approximately 63% of our net
sales were to customers (including approximately 38% to recurring customers,
which we refer to as "SmartShip" sales, and approximately 25% were to new
customers) and approximately 37% of our net sales were to our independent
distributors.



Gross Profit



For the six months ended September 30, 2022, our consolidated gross profit
decreased by $8.7 million, or 59%, to $6.1 million, compared to the three months
ended September 30, 2021, and our consolidated gross margins were 64% and 70%,
respectively. For the six months ended September 30, 2022, gross margin was
affected by an increase in shipping expenses and promotional pricing, as a
percentage of sales.



Selling and Marketing Expenses





For the six months ended September 30, 2022, our consolidated selling and
marketing expenses decreased by $5.4 million, to $4.8 million, or 50.5% of net
sales compared to $10.2 million, or 48.2% of net sales for the six months ended
September 30, 2021. The decrease in consolidated selling and marketing expenses
is due primarily to lower sales commissions of $3.9 million (which reflects
decrease in our consolidated net sales discussed above) partially offset by
higher sales convention expenses of approximately $742,814 (as we resumed
holding some in-person conventions).



General and Administrative Expenses





For the six months ended September 30, 2022, 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 $1.2 million to $9.1 million, or 96% of consolidated net sales
compared to $10.3 million, or 48.7% of consolidated net sales, for the six
months ended September 30, 2021. The decrease in consolidated general and
administrative expenses was primarily driven by higher professional and legal
expenses increasing.



Interest Expense



For the six months ended September 30, 2022, our consolidated interest expense
was $6.4 million, including amortization of debt discount and deferred financing
costs, interest income, and other expenses associated with borrowings from
"DSSI" and related parties.



For the six months ended September 30, 2021, consolidated interest expense was
$6.1 million, including amortization of debt discount and deferred financing
cost, interest income, and other expenses associated with borrowings from "DSSI"
and related parties.


Other Non-operating Income/Expenses

For the six months ended September 30, 2022, our net consolidated non-operating income, includes litigation settlements and other non-operating income of $139,798. For the six months ended September 30, 2021, consolidated other non-operating expenses (including litigation settlements) were $14,046.

Gain (loss) on employee warrants liability





For the six months ended September 30, 2022, we recognized a compensatory gain
of $167,835, compared to $1.8 million for the six months ended September 30,
2021, in connection with employee warrants with a variable exercise price after
service was completed.


Gain on Extinguishment of Debt





For the six-month ended September 31, 2022, no amounts were incurred related to
extinguishment of debt. In September 2021, the Company's 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 $1.0
million, before income tax, in connection therewith.



Income Tax Benefit


During the six months ended September 30, 2022, the Company recognized a deferred tax benefit of approximately $880,000 and a state and local tax benefit of $12,904.





During the six months ended September 30, 2021, the Company recognized a
consolidated provision for current federal income taxes of $940,117, net of a
valuation allowance recognized of $1,866,779, a consolidated provision for state
and local taxes of $67,310, and a consolidated deferred income tax benefit

of
$1,513,672.



28






Net Loss and Loss per Share


As a result of the foregoing, for the six months ended September 30, 2022, our
consolidated net loss was $19.7 million, compared to $6.3 million for the six
months ended September 30, 2021. For the six months ended September 30, 2022,
and September 30, 2021, our diluted loss per share was $0.07 and $0.03,
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) was a
negative $16.1 million and $7.4 million as of September 30, 2022, and March

31,
2022, respectively,



As of September 30, 2022, our cash and cash equivalents were $6.5 million. 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.



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 summarizes our cash flow activities for the six months ended September 30, 2022, compared to the six months ended September 30, 2021:





                                                        Six Months Ended September 30,
                                                   2022              2021             Change

Net cash used in operating activities $ (5,436,809 ) $ (10,160,196 ) 4,723,387 Net cash used in investing activities

            (11,504,734 )      (3,188,679 )      (8,316,055 )
Net cash provided by financing activities          6,527,264        30,034,625       (23,507,361 )
Impact of currency rate changes in cash             (150,122 )          11,124          (161,246 )
Net (decrease) increase in cash and cash
equivalents                                    $ (10,564,401 )   $  16,696,874     $ (27,261,275 )

Net Cash Used in Operating Activities





For the six months ended September 30, 2022, net cash used in operating
activities was $5.4 million, compared to net cash used in operating activities
of $10.2 million for the six months ended September 30, 2021. The $4.7 million
change was due to a decline in profitability, excluding non-cash items, such as
depreciation and amortization, stock-based compensation gain, provision for
obsolete inventory losses, amortization of debt discount, losses on impairment
of investments in unconsolidated entities, a note receivable, and the gain on
extinguishment of debt. In addition, the change in net cash used in operating
activities reflects a change in operating assets and liabilities of $109,611.



Net Cash Used in Investing Activities





For the six months ended September 30, 2022, net cash used in investing
activities was $11.5 million, compared to $3.2 million for the six months ended
September 30, 2021. The $8.3 million change was due primarily to cash paid for
marketable securities of $9.5 million and capitalizable costs related to
upgrades to our operating systems.



29






Net Cash Provided by Financing Activities

For the six months ended September 30, 2022, net cash provided by financing activities decreased by $23.5 million, to $6.5 million, compared to $30.0 million for the six months ended September 30, 2021, primarily due to refinancing of the June 2022 DSSI loan.

Impact of currency rate changes in cash

For the six months ended September 30, 2022, the impact of currency rate changes in cash was negative $150,122 compared to $11,124 for the six months ended September 30, 2021.





Legal Proceedings


The information contained in Note 16, COMMITMENTS AND CONTINGENCIES - Legal Proceedings, of the Notes to Condensed Consolidated Financial Statements located elsewhere in this Quarterly Report is incorporated herein by reference.





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.

Short-term Borrowings and Convertible Notes

Borrowing Under Financing Arrangements (Note Payable)





In May 2020, the Company was granted a loan (the "PPP Loan") by a commercial
bank in the amount of $1.0 million, 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 September 2021, the
Company was formally notified by the lender that the Company's obligations under
the loan have been forgiven effective May 25, 2021. The loan forgiveness applies
to all principal and interest accrued through the loan forgiveness effective
date.


Convertible Notes from Related Parties

Decentralized Sharing Systems, Inc.





On April 5, 2021, the Company and Decentralized Sharing Systems, Inc. ("DSSI")
which, together with DSS, Inc., is 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, and DSSI loaned to the Company $30.0 million. Under the terms of the
loan, the Company agreed to pay to DSSI a loan Origination Fee of $3.0 million,
payable in shares of the Company's Class A Common Stock, at the rate of $0.20
per share. The Note bears interest at the annual rate of 8% and matures on April
5, 2024, subject to certain acceleration provisions upon the occurrence of an
Event of Default, as defined in the Note. 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 was convertible into
shares of the Company's Class A Common Stock at the rate of $0.20 per share, at
the option of the holder.



On September 15, 2022, the Company and DSSI entered into an agreement pursuant
to which the Company issued to DSSI: (a) a two-year Convertible, Advancing
Promissory Note in the principal amount of $27.0 million (the "2022 Note") in
favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares
of the Company's Class A Common Stock at the exercise price of $0.033 per share.
The 2022 Note bears interest at the annual rate of 8% and is due and payable on
demand or, if no demand, on May 1, 2024. At any time during the term of the 2022
Note, all or part of the Note may be converted into up to 818,181,819 shares of
the Company's Class A Common Stock, at the option of the holder. Under the terms
of the agreement, the Company paid to DSSI a loan origination fee of $270,000,
and DSSI surrendered to the Company all DSSI's rights pursuant to the
Convertible Promissory Note in the principal amount of $30.0 million issued by
the Company in April 2021 and the 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, as discussed in the preceding
paragraph.



30






American Pacific Bancorp, Inc.





On September 15, 2022, Linden Real Estate Holdings, LLC, a wholly owned
subsidiary of the Company, American Pacific Bancorp, Inc. ("APB"), a subsidiary
of DSS, and the Company entered a Loan Agreement pursuant to which APB loaned
the Company approximately $5.7 million. The loan bears interest at the annual
rate of 8%, matures on September 1, 2024, and is secured by a first mortgage
interest on the Company's Lindon, Utah office building. In connection with this
loan, the Company received net proceeds of $5,522,829 from APB. Heng Fai Ambrose
Chan and Frank D. Heuszel, each a Director of the Company, also serve on the
Board of Directors of APB.



On August 11, 2022, the Company executed a revolving credit promissory note with
APB ("the APB Revolving Note") pursuant to which the Company has access to
advances with a maximum principal balance not to exceed the principal sum of $10
million. The APB Revolving Note is collateralized by the assets of the Company,
and it bears interest at the annual rate of 8% and such interest shall be due
and payable quarterly as it accrues on the outstanding balance. Interest
payments on the loan are due and payable on the last day of each consecutive
third calendar month until the maturity date of August 12, 2024. As of September
30, 2022, the Company had $6.0 million outstanding under the APB Revolving Note
and accrued interest of $60,667 which amount was paid on October 1, 2022.



HWH International, Inc.



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 stock warrant to purchase up to an additional 333,333
shares of the Company's Common Stock, at an exercise price of $0.15 per share.
Under the terms of the Note and the detachable stock warrant, the Holder is
entitled to certain financing rights. If the Company enters into more favorable
transactions with a third-party investor, it must notify the Holder and may have
to amend and restate the Note and the detachable stock warrant to be identical.
On August 9, 2022, HWH and the Company executed an agreement to settle the Note
and cancel the related stock warrant for $78,636, which amount represents the
principal plus accrued interest. The Company made the payment to HWH on August
9, 2022.



Capital Requirements



During the six months ended September 30, 2022, 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 were $1.4 million which primarily relates to the purchase
of the multi-user license for use of a new commissions' platform.



Contractual Obligations



There were no material changes to our contractual cash obligations during the
six months ended September 30, 2022, except for (a) the June 2022 refinancing of
our loan from DSSI (b) the June 2022 financing or our Lindon, Utah office
building, (c) the August 2022 revolving line of credit with APB, as all
described above.



Off-Balance Sheet Financing Arrangements

As of September 30, 2022, we had no off-balance sheet financing arrangements.





Inflation



In recent history, inflation has generally been low in the geographies where we
operate. However, at the time of this Quarterly Report, the increase in price of
consumer goods in the United States has reached a 40-year high, primarily as a
result of higher energy costs, higher housing costs, and the impact global
supply chain disruptions. Please see "Our business and financial performance
could be adversely affected by inflation" contained in ITEM 1A, - "Risk Factors"
in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.




31






Critical Accounting Estimates





While the Company is not aware of material changes to its critical accounting
estimates or assumptions since March 31, 2022, it is reasonably possible that
estimates made in the Company's unaudited condensed consolidated financial
statements have been, or will be, materially impacted as a result of the
ultimate resolution of the uncertainties associated with the COVID health
crisis. This may include estimates regarding allowance for slow-moving or
obsolete inventory, impairment losses related to long-lived assets, the nature
and timing of satisfaction of performance obligations resulting from contracts
with customers, and the valuation of loss contingencies. Please see Overview -
Continuing Uncertainty Regarding the Recent COVID Pandemic above.



Accounting Changes and Recent Accounting Pronouncements


For discussion of accounting changes and recent accounting pronouncements, see
Note 2 of the Notes to Condensed Consolidated Financial Statements contained
elsewhere in this Quarterly Report.

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