NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
PERIOD FROM INCEPTION (MAY 5, 2017) to APRIL 30, 2018
NOTE 1 DESCRIPTION OF OPERATIONS
The Company was originally formed to develop and market a taxi-ride sharing website and application (web app). Effective in February 2017, the Company expanded its business model to also offer a wide range of travel and technology management products and services. The Company uses a direct-selling model and operates a subscription-based vacation portal. As part of its growth strategy, the Company has completed several strategic acquisitions and purchases of equity interest in companies it believes have a leading position in the travel and technology management sectors, as further discussed below.
The Company was incorporated in the State of Nevada on April 24, 2015 and has a fiscal year ending April 30.
Acquisition of Total Travel Media and Recapitalization
On May 23, 2017, Sharing Services entered into a Share Exchange Agreement with Total Travel Media, Inc., a company incorporated on May 5, 2017 in the State of Nevada, (Total Travel Media, or TTM). Pursuant to the terms of the Agreement, Sharing Services acquired all the outstanding shares of capital stock of Total Travel Media in exchange for (i) 10,000,000 shares of Sharing Services Common Stock Class B, par value $0.0001 per share and (ii) 10,000,000 shares of Sharing Services Series B Convertible Preferred Stock, par value $0.0001 per share (Series B Preferred Stock).
For financial accounting purposes, the acquisition of Total Travel Media was treated as a reverse acquisition in accordance with accounting principles generally accepted in the United States (GAAP). Accordingly, Total Travel Media became the accounting acquirer and Sharing Services became the acquired company. The consummation of this acquisition resulted in a change of control of Sharing Services. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, Total Travel Media, and have been prepared to give retroactive effect to the acquisition. Thus, the Companys consolidated financial statements after the acquisition date include the combined balance sheets of Sharing Services and Total Travel Media, at historical cost, the historical results of operations and cash flows of Total Travel Media from its inception (May 5, 2017) and the results of operations and cash flows of Sharing Services from the acquisition date and, accordingly, goodwill was not recognized as a result of this transaction. All share and per share information in the accompanying consolidated financial statements and notes to consolidated financial statements have been retroactively restated to reflect the recapitalization. Please see Note 10 Related Party Transactions.
Acquisition of Four Oceans
On September 29, 2017, the Company entered into a Share Exchange Agreement with Four Oceans Holdings, Inc., a Nevada corporation (Four Oceans). Pursuant to the terms of the Agreement, the Company acquired all the outstanding shares of capital stock of Four Oceans in exchange for the issuance of 75,000,000 shares of the Companys Series A Convertible Preferred Stock, par value $0.0001 per share (Series A Preferred Stock).
Prior to the Companys acquisition of Four Oceans, it was controlled by Alchemist Holdings, LLC (Alchemist), a company controlled by the Chairman of our Board of Directors (Board). Alchemist received 50,000,000 shares of our Series A Preferred Stock; Bear Bull Market Dividends, Inc. (Bear Bull), a significant shareholder of Sharing Services, received 20,000,000 shares of our Series A Preferred Stock; and Research and Referral BZ, a shareholder of Sharing Services, received 5,000,000 shares of our Series A Preferred Stock. Since these transactions are between entities under common control, the Company treated the acquisition similar to the pooling of interests method in accordance with GAAP and it has consolidated financial results since the initial date in which the above companies were under common control. The Company recorded a deemed dividend of $18,750,000 for this related party transaction. Assets and liabilities were combined on their historical values and goodwill was not recognized. The Companys calculation of earnings per share is based on the new parent-company shares issued to the shareholders of Sharing Services. Please see Note 10 Related Party Transactions.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and settle its liabilities in the ordinary course of its business for the foreseeable future. The Company is an emerging growth company and has not generated positive cash flows from
26
operations in the past and, prior to its fiscal quarter ended January 31, 2018, had not generated sales. The Company had net loss of $35,785,258 for the period from inception (May 5, 2017) to April 30, 2018. Historically, the Company has funded its working capital needs and acquisitions primarily with capital transactions and with unsecured debt, including the issuance of convertible notes. The Company intends to continue to raise capital and use unsecured debt, including the issuance of convertible notes, from time to time in the future as needed to fund its working capital needs and strategic acquisitions.
The Company recently initiated comprehensive direct sales and social media marketing initiatives intended to promote its products and services and to drive long-term sales growth. There can be no assurance about the success of the Companys growth initiatives and, accordingly, this raises reasonable doubt as to the Companys ability to continue as a going concern. The Company believes it will be able to fund its working capital needs for the next 12 months with unsecured borrowings, including the issuance of convertible notes, capital transactions and, ultimately, cash from operations.
These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates and Assumptions
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our most significant estimates relate to: the valuation and recognition of derivative liability, the valuation and recognition of stock-based compensation expense, the useful life of fixed assets, the recoverability of accounts receivable, the valuation of inventory, the assessment of long-lived assets for impairment, the valuation allowance for deferred tax assets, and the valuation of loss contingencies, if any. Actual results may differ from these estimates in amounts that may be material to our consolidated financial statements. We believe that the estimates and assumptions used in the preparation of our consolidated financial statements are reasonable.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and demand deposits in banking institutions, and cash equivalents, if any. Cash equivalents represent highly liquid short-term investments with an original maturity of 90 days or less and are stated at cost, which approximates fair value.
Accounts Receivable and Allowance for Uncollectible Accounts
Accounts receivable primarily constitutes amounts due from our credit and debit card processor of $1.56 Million. The allowance for doubtful accounts requires us to estimate the future collectability of amounts receivable at the balance sheet date. We record allowances for doubtful accounts on the basis of our historical collection data and current information. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Inventory and Cost of Goods Sold
Inventory consists of product held for sale in the normal course of our business. Inventory is stated at the lower of cost, determined using the first-in, first-out (FIFO) method, or net realizable value. Inventory cost reflects actual product costs and certain shipping and handling costs, such as in-bound freight. When assessing the net realizable value of inventory, we consider several factors including estimates of future demand for our products, historical turn-over rates, the age and sales history of the inventory, and historic and anticipated changes in our product offerings.
27
Physical inventory counts are performed at our facilities at least annually. Upon completion of physical inventory counts, our consolidated financial statements are adjusted to reflect actual quantities on hand. Between physical counts, we estimate inventory shrinkage based on our historical experience. We have policies and processes in place that are intended to minimize inventory shrinkage.
Cost of products sold include actual product costs, vendor rebates and allowances, inventory shrinkage and certain shipping and handling costs. All other shipping and handling costs, including the costs to ship product to customers, are included in selling, general and administrative expenses when incurred. Inventory on hand at April 30, 2018 was $236,355.
Property and Equipment
Property and equipment is recorded at cost and reported net of accumulated depreciation. Depreciation expense is recognized over the assets estimated useful lives using the straight-line method. Leasehold improvements are amortized over the lesser of the estimated useful lives of the assets or the term of the related lease, including lease renewals considered reasonably assured. The estimated useful lives of other property and equipment are as follows:
·
Office equipment 5 years
·
Computer Equipment 3 years
·
Computer software 3 years
·
Furniture and fixtures 5 years
The estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. The recoverability of long-lived assets is assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable, by comparing the net carrying amount of each asset to the total estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.
Revenue Recognition
The Company measures and records sales revenue in accordance with Accounting Standards Codification (ASC) Topic No. 605,
Revenue Recognition.
The Company recognizes revenue when all the following conditions are met:
| |
|
·
There is clear evidence that an arrangement exists;
|
|
·
Products are delivered or services are provided to customers;
|
|
·
Consideration is fixed or can be determined;
|
|
·
Collection of consideration is reasonably assured;
|
|
·
There is no significant obligation for future performance; and
|
|
·
The amount of future sales returns can be reasonably estimated.
|
Product sales are recognized net of product returns and discounts, collectively referred to as sales returns and allowances, and net of processing fees. Payment is generally received with a customer credit or debit card when an order is placed at the Companys website or at the point of sale. Revenue for
annual memberships,
and other products and services delivered on an annual basis, is recognized ratably over
the contractual
term, generally 12 months. Allowances for product returns have not been provided due to the absence of sufficient historical data, since the Company just recently began generating sales. When sufficient historical data is collected in the future, an allowance for sales returns and allowances will be recorded at the time the sale is recognized.
At April 30, 2018, the Company had collected advances from customers of $23,300. Advances from customers are a component of deferred revenue in our consolidated balance sheet and include amounts collected for products and services for which revenue is recognized over the contractual
term
.
Advertising Costs
The Company recognizes advertising costs and expenses when incurred. Advertising and marketing expense was $69,047 for the period from inception (May 5, 2017) to
April 30, 2018 and is included in marketing expenses in our consolidated statement of operations
.
28
Share-Based Expense
The Company accounts for stock-based consideration issued in exchange of services by consultants in accordance with the provisions of ASC Topic No. 505,
Equity: Equity-based Payments to Non-Employees.
The measurement of share-based payment transactions with non-employees is based on whichever is more reliably determinable: (a) the fair value of the goods or services received; or (b) the fair value of equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of the performance commitment date or the performance completion date.
Share-based expense totaled $1,308,948 for the period from inception (May 5, 2017) to April 30, 2018 and is included in general and administrative expenses in our consolidated statement of operations.
Lease Accounting
In January 2018, the Company has leases for its corporate headquarters and additional office space located in Plano, Texas and accounts for each of these lease agreements as an operating lease, consistent with ASC Topic No. 840,
Leases
. Rent expense (including any rent abatements and customary common area charges) is recognized on a straight-line basis from the date we took possession of the property to the end of the lease term, including renewal options considered reasonably assured, and is included in selling, general and administrative expenses in our consolidated statement of operations.
Income Taxes
The Company utilizes the asset and liability method in accounting for income taxes. Accordingly, we recognize deferred income taxes for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are anticipated to be recovered or settled. The effect on deferred taxes of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount expected to be realized unless it is more-likely-than-not that such assets will be realized.
The Company uses the two-step approach to measure and recognize uncertain tax positions. First, we evaluate the tax position by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution through related appeals or litigation processes, if any. Secondly, we measure the tax position as the largest amount which is more likely than not of being realized. The Company considers many factors when evaluating and estimating the Company's tax positions, which may require periodic adjustments when new facts and circumstances become known. At April 30, 2018, the Company did not record any liability for uncertain tax positions.
Recently Issued Accounting Standards
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09,
Revenue from Contracts with Customers
which will supersede ASC Topic No. 605,
Revenue Recognition
. A core principle of the new guidance is that an entity should measure revenue in connection with its sale of goods and services to a customer based on the consideration to which the entity expects to be entitled in exchange for each of those goods and services. The new standard must be adopted using either the retrospective or cumulative effect transition method. For public companies, this amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We will adopt this accounting pronouncement, using the cumulative effect transition method, effective for our first quarter of our fiscal year 2019, and we do not believe, based on our preliminary assessment, that adoption of this standard will have a material effect on our consolidated results of operations and consolidated financial position. We are currently assessing the disclosure requirements contained in the new standard and anticipate making the additional disclosures about our revenue recognition practices as required by the new standard.
In February 2016, the FASB issued ASU No. 2016-02,
Leases
, which will require lessees to report on their balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases under the prior guidance. Under the new guidance, the lease liability must be measured initially based on the present value of future lease payments, subject to certain conditions. The right-of-use asset must be measured initially based on the amount of the liability, plus certain initial direct costs. The new guidance further requires that leases be classified at inception as either (a) operating leases or (b) finance leases. For operating leases, periodic expense will generally be flat (straight-line) throughout the life of the lease. For finance leases, periodic expense will
29
decline (similar to capital leases under prior rules) over the life of the lease. The new standard must be adopted using a modified retrospective transition method. For public companies, this amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We have not yet adopted this accounting pronouncement and are currently evaluating the potential impact this standard may have on our consolidated financial position and consolidated results of operations.
In January 2017, the FASB issued ASU No. 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business
(ASU 2017-01). ASU 2017-01 must be applied prospectively and provides a narrower framework to be used to determine if a set of assets and activities constitutes a business compared to the framework under the prior guidance and is generally expected to result in greater consistency in the application of ASC Topic No. 805,
Business Combinations
. For public companies, this amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We have not yet adopted this accounting pronouncement and we do not believe, based on our preliminary assessment, that adoption of this standard will have a material effect on our consolidated results of operations and consolidated financial position.
In February 2017, the FASB issued ASU No. 2017-05,
Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.
The amendments clarify that nonfinancial assets that are within the scope of ASC Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset, as defined in ASU No. 2017-05, promised to a counterparty and derecognize each asset when a counterparty obtains control of it. For public companies, this amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We have not yet adopted this accounting pronouncement and we do not believe, based on our preliminary assessment, that adoption of this standard will have a material effect on our consolidated results of operations and consolidated financial position.
NOTE 3 FAIR VALUE MEASURENTS OF FINANCIAL INSTRUMENTS
Our financial instruments consist of cash equivalents, trade accounts receivable, accounts payable, notes payable and derivative liabilities. The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these financial instruments.
We measure on a recurring basis and disclose the fair value of our financial instruments under the provisions of ASC Topic No. 820,
Fair Value Measurement
, as amended (ASC 820). We define 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 an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels of that hierarchy are defined as follows:
|
| |
Level 1
|
-
|
Unadjusted quoted prices in active markets for identical assets and liabilities;
|
Level 2
|
-
|
Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data; and
|
Level 3
|
-
|
Significant unobservable inputs (including the Companys own assumptions in determining the fair value of assets and liabilities).
|
There were no transfers between the levels of the fair value hierarchy during the period covered by the accompanying consolidated financial statements.
Consistent with the valuation hierarchy described above, we categorized certain of our financial assets and liabilities as follows:
30
|
|
|
|
|
| |
|
April 30, 2018
|
Assets
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Investment in entities
|
$
-
|
$
-
|
$
-
|
$
2,757,188
|
Total assets
|
$
-
|
$
-
|
$
-
|
$
2,757,188
|
Liabilities
|
Derivative liabilities
|
30,137,153
|
-
|
-
|
30,137,153
|
Total liabilities
|
$
30,172,153
|
$
-
|
$
35,000
|
$
30,137,153
|
At April 30, 2018, notes payable (including current maturities, if any) are reported in our consolidated financial statements at amortized cost of $1,070,000, less unamortized debt discount of $816,825. Our notes payable are valued for purposes of this disclosure using unadjusted quoted market prices for such debt instruments. Our derivative liabilities are valued for purposes of this disclosure using significant unobservable inputs due to the lack of observable market data for such debt instruments and stock warrants.
During the year ended April 30, 2018, the Company made certain strategic investments which are reported in the consolidated financial statements at $2,757,188. The investments are valued for purposes of this disclosure using unadjusted quoted market prices of the shares issued for acquisition of these entities. Our investments are valued for purposes of this disclosure using significant unobservable inputs due to the lack of observable market data for such investments.
NOTE 4 EARNINGS (LOSS) PER SHARE
We calculate basic earnings (loss) per share by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of outstanding stock warrants and other commitments to issue common stock, including shares issuable upon the conversion of convertible notes outstanding, except where the impact would be anti-dilutive.
The following table sets forth the computations of basic and diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Period from May 5, 2017 (Inception) to April 30, 2018
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(35,785,258)
|
|
Weighted average basic shares
|
|
|
|
|
|
|
|
|
|
|
|
|
64,249,028
|
|
Dilutive securities and instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Weighted average diluted shares
|
|
|
|
|
|
|
|
|
|
|
|
|
64,249,028
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.56)
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.56)
|
|
The potentially dilutive instruments outstanding as at April 30, 2018, were as follows:
|
|
| |
Stock warrants
|
|
|
5,333,333
|
Stock options
|
|
|
3,000,000
|
Convertible notes
|
|
|
91,313,927
|
Convertible Preferred Stock
|
|
|
108,644,540
|
Total potential incremental shares
|
|
|
208,291,800
|
At April 30, 2018, the potentially dilutive instruments listed above were excluded from the computation of diluted loss per share since the impact of including these instruments in the calculation would be anti-dilutive, because of our net loss for the period.
31
NOTE 5 OTHER CURRENT ASSETS
Other current assets consisted of the following at April 30, 2018:
|
| |
Prepaid expenses
|
$
|
142,078
|
Other
|
|
3,558
|
|
$
|
145,636
|
Prepaid expenses consist of payments for goods and services (such as insurance) which will be consumed in the Companys operations in the next operating cycle. Vendor deposits represent 50% of certain open purchase orders to the Companys largest supplier, consistent with the applicable product sourcing agreement.
NOTE 6 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at April 30, 2018:
|
| |
Furniture and fixtures
|
$
|
84,289
|
Office equipment
|
|
18,102
|
Computer equipment and software
|
|
15,039
|
Leasehold improvements
|
|
11,888
|
Total property and equipment
|
|
129,318
|
Accumulated depreciation and amortization
|
|
(10,853)
|
Property and equipment, net
|
$
|
118,465
|
Depreciation and amortization expense for the period from May 5, 2017, (Inception) to April 30, 2018 was $10,853.
NOTE 7 INVESTMENTS IN UNCOLSOLIDATED ENTITIES
212 Technologies, LLC
On May 21, 2017, the Company entered into a Stakeholder and Investment Agreement pursuant to which it acquired a 24% interest in 212 Technologies, LLC (212 Tech), a Montana limited liability company, in exchange for 5,628,750 shares of its Series A Preferred Stock with a deemed value of $0.25 per share, or $1,407,188, and $100,000 in cash. 212 Tech is a developer of end-to-end online marketing and direct sales software systems.
Under the terms of the Stakeholder and Investment Agreement, the Company has the option to acquire an additional 24% interest in 212 Tech at a future date in exchange for an additional 10,000,000 shares of the Companys Series A Preferred Stock, when
both of the following conditions have been met
: (i) one year has passed from
the Closing Date
;
and
(ii) the closing price of the Companys common stock
equals or exceeds
$10.00
per share, as reported by OTC Markets, Inc
. The Company, in exchange, received a non-exclusive, non-royalty bearing, perpetual, worldwide license of certain the intellectual property rights of 212 Tech.
561 LLC
On October 4, 2017, the Company entered into a
Share Exchange Agreement
pursuant to which it acquired a 25% interest in 561 LLC in exchange for 2,500,000 shares of our Series A Preferred Stock with a deemed value of $0.25 per share, or $625,000, in four equal installments as follows: (a) 625,000 shares were issued within 5 days of the Closing Date; (b) 625,000 shares were issued on or before December 31, 2017; (c) 625,000 shares were issued on or before April 30, 2018; and (d) 625,000 shares to be issued on or before August 31, 2018. As of April 30, 2018, 1,875,000 shares of our Series A Preferred Stock had been issued in connection with the acquisition of 561 LLC.
Under the terms of
the
Share Exchange Agreement
, the sellers
shall be entitled to an additional 2,500,000 shares of our Series A
Convertible
Preferred Stock when both of the following conditions have been met: (a)
one year has passed from
the Closing Date
and
(b) the closing bid price of the Companys common stock equals or exceeds $5.00 per share, as reported by OTC Markets, Inc. In addition, under the terms of
the
Share Exchange Agreement
, the sellers
shall be entitled to an additional 2,500,000 shares of our Series A
Convertible
Preferred Stock when the following additional conditions have been met: (a) the Company shall be the owner of record of no less than forty percent (40%) of the members interests in each of (i) 561 LLC
and
(ii) its affiliated company, America Approved Commercial, LLC.
32
America Approved Commercial LLC
On October 4, 2017, the Company entered into a
Share Exchange Agreement
pursuant to which it acquired a 25% interest in America Approved Commercial LLC (AAC) in exchange for 2,500,000 shares of its Series A Preferred Stock with a deemed value of $0.25 per share, or $625,000. As of April 30, 2018, 1,875,000 shares of our Series A Preferred Stock had been issued in connection with the acquisition of AAC.
Under the terms of
the
Share Exchange Agreement
, the sellers
shall be entitled to an additional 2,500,000 shares of the Companys Series A Preferred Stock when both of the following conditions have been met: (a)
one year has passed from
the Closing Date
and
(b) the closing bid price of the Companys common stock equals or exceeds $5.00 per share, as reported by OTC Markets, Inc. In addition, under the terms of
the
Share Exchange Agreement
, the sellers
shall be entitled to an additional 2,500,000 shares of our Series A
Convertible
Preferred Stock when the following condition has been met: the Company shall be the owner of record of no less than forty percent (40%) of the member interests in each of (i) AAC
and
(ii) its affiliated company, 561 LLC.
Medical Smart Care LLC
On October 4, 2017, the Company entered into a
Share Exchange Agreement
pursuant to which it acquired a 40% interest in Medical Smart Care LLC (Smart Care) in exchange for 1,000,000 shares of its Series A Preferred Stock
with a deemed value of $0.25 pure share, or $250,000, in four equal installments as follows: (a) 250,000 shares were issued within 5 days of the Closing Date (b) 250,000 shares were issued on or before December 31, 2017; (c) 250,000 shares were issued on or before April 30, 2018; and 250,000 shares are to be issued on or before August 31, 2018. As of April 30, 2018, 750,000 shares of our Series A Convertible Preferred Stock had been issued in connection with the acquisition of Smart Care.
LEH Insurance Group LLC
On October 4, 2017, the Company entered into a
Share Exchange Agreement
pursuant to which it acquired a 40% interest in LEH Insurance Group LLC (LEHIG) in exchange for 500,000 shares of its Series A Preferred Stock with a deemed value of $0.25 per share, or $125,000.
Under the terms of
the
Share Exchange Agreement
, the sellers
shall be entitled to an additional 500,000 shares of the Companys Series A Preferred Stock when the following condition has been met: prior to December 31, 2018, LEHIG has booked contracts representing insurance premiums of no less than $500,000. In addition, under the terms of
the Stakeholder and Investment Agreement, the sellers
shall be entitled to an additional 500,000 shares of the Companys Series A Preferred Stock when the following condition has been met: prior to December 31, 2018, LEHIG has booked contracts representing insurance premiums of no less than $1,000,000.
NOTE 8 NOTE RECEIVABLE
On March 15, 2018, Sharing Services, Inc. (the Company) entered into an Investment Agreement with a third party. This agreement included a series of four (4) Investment documents wherein the Company loaned an aggregate $275,000. The Notes accrue interest at the rate of Twelve percent (12%) per annum with the principal amount due and payable on the one-year anniversary of each note and with interest payable. At the option of the Company, each of the Notes is convertible into Class A Common Units of the Borrower, solely at the Companys option.
NOTE 9 - ACCRUED AND OTHER CURRENT LIABILITIES
Accrued and other current liabilities consist of the following at April 30, 2018:
|
| |
Accrued sales commissions
|
$
|
2,091,081
|
Deferred sales revenues
|
|
1,096,180
|
Accrued expenses
|
|
252,259
|
Accrued investments payable
|
|
45,000
|
Notes payable
|
|
35,000
|
Accrued interest payable
|
|
34,644
|
Other accrued liabilities
|
|
65,444
|
|
$
|
3,619,608
|
Accrued sales commissions consist of unpaid commissions and certain bonuses earned by the Companys independent sales representatives of the Company unpaid at April 30, 2018. These commissions and bonuses are earned in accordance with the Company compensation plan.
33
Deferred sales revenues are compromised of product sales billed, not shipped at April 30, 2018 and the unearned portion of various annual memberships and other products sold on an annual basis.
NOTE 10 - CONVERTIBLE NOTES PAYABLE
Outstanding Convertible Notes Payable
Convertible notes payable consisted of the following as of April 30, 2018:
|
|
| |
Issuance Date
|
|
Amount
|
September 26, 2017
|
|
$
|
15,000
|
October 6, 2017
|
|
|
50,000
|
November 13, 2017
|
|
|
50,000
|
November 21, 2017
|
|
|
5,000
|
December 15, 2017
|
|
|
100,000
|
January 22, 2018
|
|
|
250,000
|
February 8, 2018
|
|
|
250,000
|
March 16, 2018
|
|
|
250,000
|
April 13, 2018
|
|
|
100,000
|
Total convertible notes payable
|
|
|
1,070,000
|
Less: debt discount and deferred financing fees
|
|
|
(816,825)
|
|
|
|
253,175
|
Less: current portion of convertible notes payable
|
|
|
247,602
|
Long-term convertible notes payable
|
|
$
|
5,573
|
The Company recognized amortization expense related to the debt discount in the amount of $454,175 for the period of inception (May 5, 2017) to April 30, 2018, which is included in interest expense in our consolidated statement of operations. In addition, interest expense of $117,556 associated with our convertible notes payables was recognized for the period of inception (May 5, 2017) to April 30, 2018.
On November 14, 2017, the Company paid $90,055 to settle in full a promissory note with a principal balance of $63,000, resulting in recognition of a loss on extinguishment of debt of $27,055. For the period of inception (May 5, 2017) to April 30, 2018, the Company recognized $23,534 in prepayment penalties and interest payable, and a gain of $93,285 resulting from changes in the fair value of this derivative liability. Please see Note 10 for more information.
On December 28, 2017, the Company paid $54,420 to settle in full a note with a principal balance of $38,000, resulting in recognition of a loss on extinguishment of debt of $16,420. For the period of inception (May 5, 2017) to April 30, 2018, the Company recorded $14,321 in prepayment penalties and accrued interest payable and recognized a gain of $57,439 resulting from changes in the fair value of this derivative liability. Please see Note 10 for more information.
Convertible Notes Payable Terms
A summary of key terms and condition of our convertible notes payable issued during the period from inception (May 5, 2017) to April 30, 2018, is as follows:
|
| |
|
·
|
Terms of less than 1 year to 5 years;
|
|
·
|
Interest rates of 12% per annum;
|
|
·
|
Convertible at the holders option generally no earlier than 180 days after the issuance date;
|
|
·
|
Generally, the conversion prices are based on the discounted (39% discount) lowest two (2) trading prices for the Companys common shares during the fifteen (15) trading days prior to conversion. Three of the notes have a fixed conversion price of $0.005, $0.01 and $0.15 per share, respectively.
|
The notes have redemption features whereby the Company has the option to redeem the notes in whole, at any time during the first 180 days after the issuance date, at the rate of 110% increasing ratably to 135% of the principal
34
outstanding, depending on the redemption date. During the period from inception (May 5, 2017) to April 30, 2018, net proceeds from the issuance of the notes were $1,259,000.
The Company has determined that the conversion feature of each note meets the definition of liability in accordance with ASC Topic No. 815,
Derivatives and Hedging - Contracts in Entity's Own Stock
(ASC 815) and, accordingly, bifurcated the embedded conversion option once each note became convertible, and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and is being amortized into interest expense over the term of each note. For this purpose, the Company values the conversion feature using the Binomial option pricing valuation model. For notes issued during the period from inception (May 5, 2017) to April 30, 2018, the aggregate fair value of the derivative liability was $28,467,261. $1,199,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $27,268,261 was recognized as a day 1 derivative loss. Please see Note 10 for more information.
Stock Warrants
During the period from inception (May 5, 2017) to April 30, 2018, the Company issued Stock Warrants to purchase up to 333,333 shares of its common stock at an exercise price of $0.15 per share. The warrants are exercisable for a period of five years from the issuance date, subject to certain default provisions. These warrants were issued as part of the issuance of a convertible Note Payable of $50,000 to one of the note holders.
NOTE 11 - DERIVATIVE LIABILITIES
The Company analyzed the conversion option for derivative accounting consideration under ASC 815
and determined that the Companys convertible notes and stock warrants outstanding at April 30, 2018 should be classified as a liability, under the ASC 815 guidance, since the conversion options become effective at issuance and there is no explicit limit to the number of shares issuable upon conversion due to contingencies affecting the conversion rate.
The Company determined that its derivative liabilities must be classified in Level 3 of the three-level hierarchy for measuring fair value (please see Note 3) and uses a multi-nominal lattice model to calculate the fair value of these liabilities. The multi-nominal lattice model requires six basic data inputs: (1) the exercise, conversion 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 Companys common stock, and (6) the expected dividend yield. Changes to these inputs could result in a significantly higher or lower fair value measurement.
The following weighted-average assumptions were used for the period indicated:
|
|
| |
|
|
|
Period from Inception
(May 5, 2017) to
|
|
|
|
April 30, 2018
|
Expected term (in years)
|
|
|
0.06 5.0
|
Expected average volatility
|
|
|
126% - 343%
|
Expected dividend yield
|
|
|
-
|
Risk-free interest rate
|
|
|
1.07% - 2.52%
|
The following table summarizes the changes in the derivative liabilities for the period from inception (May 5, 2017) to April 30, 2018:
|
|
| |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
Balance at May 5, 2017 (inception date)
|
|
$
|
-
|
Acquisition of derivative liability on reverse acquisition
|
|
|
93,349
|
Addition of new derivatives recognized as debt discounts
|
|
|
1,199,000
|
Addition of new derivatives recognized as warrant
|
|
|
242,969
|
Addition of new derivatives recognized as loss on derivatives
|
|
|
27,025,292
|
Gain on change in fair value of the derivative
|
|
|
1,928,045
|
Balance at April 30, 2018
|
|
$
|
30,488,655
|
35
ASC 815 requires that we assess the fair market value of our derivative liabilities at the end of each reporting period and recognize the change in fair market value (marked-to-market adjustments) in measuring earnings. The following table summarizes the loss (gain) on derivative liability included in our consolidated statement of operations for the period of inception (May 5, 2017) to April 30, 2018.
|
| |
Day one loss due to derivative liabilities on convertible notes payable and warrants
|
$
|
27,268,261
|
Gain from marked-to-market adjustments
|
|
1,933,336
|
Net loss derivative liabilities
|
$
|
29,201,597
|
NOTE 12 INCOME TAXES
The Company is an emerging growth company and has not generated pre-tax earnings or taxable earnings from its operations. Accordingly, the Company has not recorded a provision for income taxes in its consolidated financial statements for the period from inception (May 5, 2017) to April 30, 2018.
On December 22, 2017, the U.S. Congress enacted comprehensive amendments to the Internal Revenue Code of 1986 (U.S. Tax Reform). Among other things, U.S. Tax Reform reduces the federal statutory tax rate for corporate taxpayers (from 35% to 21%) and otherwise modifies corporate tax rules in significant ways. We are currently assessing the potential impact of U.S. Tax Reform on our business and consolidated financial statements and expect to complete our assessment during the first half of our fiscal year ending April 30, 2019.
NOTE 13 - RELATED PARTY TRANSACTIONS
Alchemist Holdings, LLC
In connection with the Companys acquisition of Total Travel Media, the Company issued 7,500,000 shares of its Series B Preferred Stock and 7,500,000 shares of its Common Stock Class B to Alchemist Holdings, which is controlled by the Chairman of our Board. In connection with the Companys acquisition of Four Oceans, the Company issued 50,000,000 shares of its Series A Preferred Stock to Alchemist. Please see Note 1 for more details about the acquisitions of Total Travel Media and Four Oceans.
On March 15, 2017, the Company entered into a Consultancy and Marketing Agreement with Alchemist pursuant to which Alchemist provides marketing and consulting services, tools, websites, video production, and event management services to the Company. The Agreement shall remain in effect until the completion of the services. The Agreement may be terminated by the Company, by giving 14 calendar days written notice of such termination. For the period from inception (May 5, 2017) to April 30, 2018, consulting expenses incurred pursuant to this agreement were $836,640. These expenses are included in the research and development expenses in our consolidated statement of operations.
Bear Bull Market Dividends, Inc.
In connection with the Companys acquisition of Total Travel Media, the Company issued 2,500,000 shares of its Series B Preferred Stock and 2,500,000 shares of its Common Stock Class B to Bear Bull, a significant shareholder of Sharing Services. In connection with the Companys acquisition of Four Oceans, the Company also issued 25,000,000 shares of its Series A Preferred Stock to Bear Bull and another shareholder.
On April 7, 2017, the Company issued a promissory note (that carried an annual interest rate of 12%) to Bear Bull for $16,500. The note principal plus accrued but unpaid interest was repaid in April 2018.
As part of the acquisition of Four Oceans, the Company recorded a deemed dividend of $18,750,000 to the related parties for value of the shares issued for this transaction.
NOTE 14 - STOCKHOLDERS
EQUITY (DEFICIT)
Preferred Stock
The Companys Board has authorized the issuance of up to 200,000,000 shares of preferred stock, par value of $0.0001 per share. The Board may divide this authorization into one or more series, each with distinct powers, designations, preferences, and rights.
36
Series A Convertible Preferred Stock
The Companys Board has authorized the issuance of up to 100,000,000 shares of Series A Preferred Stock. Shares of our Series A Preferred Stock are senior in rank to shares of our Series C Preferred Stock, but junior to shares of our Series B Preferred Stock. The affirmative vote of the holders of 86% of the issued and outstanding shares of our Series A Preferred Stock is required for the Board to: (i) declare dividends upon shares of common stock, unless the shares of our Series A Preferred Stock are to receive the same dividend as the common shares, on an as converted basis; (ii) redeem the shares of our Series A Preferred Stock at a redemption price of $0.001 per share; (iii) authorize or issue additional or other capital stock that is junior or equal in rank to shares of our Series A Preferred Stock with respect to the preferences as to distributions and payments upon the liquidation, dissolution, or winding up of the Company;
and
(iv) amend, alter, change, or repeal any of the powers, designations, preferences, and rights of our Series A Preferred Stock. Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall receive out of the assets of the Company the sum of $0.001 per shares before any payment or distribution shall be made on the shares of common stock, or any other class of capital stock ranking junior to the Series A Preferred Stock. For a period of 10 years from the date of issuance, the holders of the Series A Preferred Stock may elect to convert each share of the Series A Preferred Stock into one share of the Companys common stock. Each share of our Series A Preferred Stock is entitled to one vote when voting as a class or together with the shares of common stock.
As discussed in Note 1, during the period from inception (May 5, 2017) to April 30, 2018, the Company issued 75,000,000 shares of its
Series A Convertible Preferred Stock
in connection with the acquisition of Four Oceans. The company recorded a deemed dividend in connection to the transaction. In addition, the Company issued 10,628,750 shares of its
Series A Convertible Preferred Stock
in connection with of the purchase of other entities with other acquisitions. These shares were valued
at a fair market value of $2,657,188.
The Company issued 1,065,790 shares of its
Series A Convertible Preferred Stock
in exchange for consulting and other services. These shares were recorded at a fair market value of $266,449.
As of April 30, 2018, 86,694,540 shares of Series A Convertible Preferred Stock were issued and outstanding.
Series B Convertible Preferred Stock
The Companys Board has authorized the issuance of up to 10,000,000 shares of Series B Preferred Stock. Shares of our Series B Preferred Stock are senior in rank to shares of our Series A and Series C Preferred Stock. The affirmative vote of the holders of 86% of the issued and outstanding shares of our Series B Preferred Stock is required for the Board to: (i) declare dividends upon shares of common stock, unless the shares of our Series B Preferred Stock are to receive the same dividend as the common shares, on an as converted basis; (ii) redeem the shares of our Series B Preferred Stock at a redemption price of $0.001 per share; (iii) authorize or issue additional or other capital stock that is senior, junior or equal in rank to shares of our Series B Preferred Stock with respect to the preferences as to distributions and payments upon the liquidation, dissolution, or winding up of the Company; and (iv) amend, alter, change, or repeal any of the powers, designations, preferences, and rights of the Series B Preferred Stock. Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders of the Series B Preferred Stock shall receive out of the assets of the Company the sum of $0.001 per shares before any payment or distribution shall be made on the shares of common stock, or any other class of capital stock of the Company ranking junior to the Series B Preferred Stock. For a period of 10 years from the date of issuance, the holders of the Series B Preferred Stock may elect to convert each share of Series B Preferred Stock into one share of the Companys common stock. Each share of our Series B Preferred Stock is entitled to one vote when voting as a class, and to one thousand votes when voting together with shares of common stock.
As discussed in Note 1, during the period from inception (May 5, 2017) to April 30, 2018, the Company issued 10,000,000 shares of its
Series B Convertible Preferred Stock
in connection with the acquisition of TTM.
As of April 30, 2018, 10,000,000 shares of our Series B Convertible Preferred Stock were issued and outstanding.
Series C Convertible Preferred Stock
The Companys Board has authorized the issuance of up to 10,000,000 shares of Series C Preferred Stock. Shares of our Series C Preferred Stock are junior in rank to the Series A and Series B Preferred Stock. The affirmative vote of the holders of 86% of the issued and outstanding shares of our Series C Preferred Stock is required for the Board to: (i) declare dividends upon shares of common stock unless the shares of our Series C Preferred Stock are to receive the same dividend as the common shares, on an as converted basis; (ii) redeem the shares of Series C Preferred Stock at a redemption price of $0.001 per share; (iii) authorize or issue additional or other capital stock that is junior or equal in rank to our Series C Preferred Stock with respect to the preferences as to distributions and payments upon the liquidation, dissolution, or winding up of the Company; and (iv) amend, alter, change, or repeal any of the powers, designations, preferences, and rights of the Series C Preferred Stock.
Upon the dissolution, liquidation, or
37
winding up of the Company, whether voluntary or involuntary, the holders of the Series C Preferred Stock shall receive out of the assets of the Company the sum of $0.001 per shares before any payment or distribution shall be made on the shares of common stock, or any other class of capital stock of the Company ranking junior to the Series C Preferred Stock. For a period of 10 years from the date of issuance, the holders of Series C Preferred Stock may elect to convert each share of Series C Preferred Stock into one share of the Companys common stock. Each share of our Series C Preferred Stock is entitled to one vote when voting as a class or together with shares of common stock.
During the period from inception (May 5, 2017) to April 30, 2018, the Company issued 3,950,000 shares of its
Series C Convertible Preferred Stock
for cash of $987,500 in connection with stock subscription agreements in the ordinary course of its business.
As of April 30, 2018, 3,950,000 shares of our Series C Convertible Preferred Stock were issued and outstanding. As of April 30, 2018 the Company had $101,905 subscriptions receivable related to these issuances.
Common Stock
The Companys Board has authorized the issuance of up to 500,000,000 shares of Class A Common Stock and up to 10,000,000 shares of Class B Common Stock, each with a par value of $0.0001 per share. Holders of our Class A Common Stock and Class B Common Stock are entitled to dividends declared by our Board, subject to the rights of the holders of classes of capital stock outstanding having priority rights with respect to dividends. Our shares of common stock have the same rights, except that the holders of our Class B Common Stock have the right to elect a majority of our Board while the holders of our Class A Common Stock have the right to elect the remainder of the directors. References to common stock throughout the notes to our consolidated financial statements include the Class A Common Stock and the Class B Common Stock, unless otherwise indicated or the context otherwise requires.
Prior to May 5, 2017, the Company had issued 30,020,000 shares of its Class A Common Stock to its founding shareholder and 23,340,000 to several individual shareholders in connection with stock subscription agreements. During the period from May 5, 2017 to April 30, 2018, the Company issued 1,310,000 shares of its
Class A Common Stock for cash of $327,500. The Company recorded a subscription receivable of $12,500 in relation to these issuances. The Company issued
1,500,000 in exchange for consulting services recorded at the fair market value of $1,042,500. In addition, as discussed in Note 1, during the period from inception (May 5, 2017) to April 30, 2018, the Company issued 10,000,000 shares of its Class B Common Stock in connection with the acquisition of TTM.
As of April 30, 2018
, there were 56,170,000 shares of our Class A Common Stock and 10,000,000 shares of our Class B Common Stock issued and outstanding. During the period from inception (May 5, 2017) to April 30, 2018, the Company received $196,500 in subscriptions for shares to be issued.
Stock Warrants
On October 6, 2017, the Company issued warrants to purchase up to 333,333 shares of its common stock. The warrants are exercisable for a period of five years from the issuance date at a price of $0.15 per share, subject to certain default provisions. We accounted for the issuance of the warrants in accordance with ASC 815 (please see Note 10).
The following table summarizes information relating to outstanding and exercisable stock warrants as of April 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Warrants Outstanding
|
|
|
Warrants Exercisable
|
|
|
|
|
Weighted
Average Remaining
|
|
|
Weighted
Average
|
|
|
|
|
|
Weighted
Average
|
|
Number of
Shares
|
|
|
Contractual
life (in years) (1)
|
|
|
Exercise
Price
|
|
|
Number of
Shares
|
|
|
Exercise
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000,000
|
|
|
-
|
|
|
$
0.0001
|
|
|
5,000,000
|
|
|
$
0.0001
|
|
|
333,333
|
|
|
|
4.44
|
|
|
|
$
0.15
|
|
|
|
333,333
|
|
|
|
$
0.15
|
|
(1)
Effective March 1, 2018, the Company issued to Mr. John J.T. Thatch, President, Chief Executive Officer and a director of the Company, fully-vested warrants to purchase 5,000,000 shares of the Companys Series A Preferred Stock with no expiration date.
38
NOTE 15 - BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION
Business Segments
The Company was started a diversified travel and technology management group offering products and services in the taxi-ride sharing. The Company now provides 4.0 meta-search technologies, social travel alchemy, relationship marketing, group travel programs. In addition, the Company sells proprietary and third-party branded health and wellness products. For the period from inception (May 5, 2017) to April 30, 2018, the Companys consolidated net sales revenues are from the following reportable segments: health and wellness products - $7.9 million; other - $0.3 million. The Companys determination of its reportable segments is based on how its chief operating decision makers manage the business.
Geographic Area Information
For the period from inception (May 5, 2017) to April 30, 2018, all our consolidated net sales revenues are to customers located in the United States (based on the customers shipping address).
NOTE 16 VENDOR CONCENTRATION
During the period from inception (May 5, 2017) to April 30, 2018, 94% of the products were supplied to the Company by 1 vendor.
NOTE 17 - COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases its corporate headquarters and other facilities located in Plano, Texas. At April 30, 2018, future minimum payments under non-cancelable operating leases, net of sublease income, are as follows:
|
| |
Fiscal Year Ending April 30:
|
|
2019
|
$
374,786
|
2020
|
453,225
|
2021
|
419,278
|
2022
|
186,724
|
2023
|
-
|
Thereafter
|
-
|
|
$
1,434,013
|
Our leases require that we pay a portion of real estate taxes, insurance, common area maintenance and special assessments by the lessor, and include renewal options and escalation clauses. The information in the table above does not reflect any estimates or assumptions regarding the impact on future rent expense of real estate taxes, insurance, maintenance and special assessments or renewal options and escalation clauses. Total rent expense in connection with all operating leases amounted to $77,783 for the period from inception (May 5, 2017) to April 30, 2018 and is included in selling, general and administrative expenses in our consolidated statements of operations.
Contingencies
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.
Other Contingencies
On October 4, 2017, the Company entered into a
Share Exchange Agreement
pursuant to which it acquired a 25% equity interest in 561 LLC.
Under the terms of
the
Share Exchange Agreement
, the sellers
shall be entitled to an additional 2,500,000 shares of our Series A
Convertible
Preferred Stock when both of the following conditions have been met: (a)
one year has passed from
the Closing Date
and
(b) the closing bid price of the Companys common stock equals or exceeds $5.00 per share, as reported by OTC Markets, Inc. In addition, under the terms of
the
Share Exchange Agreement
, the sellers
shall be entitled to an additional 2,500,000 shares of our Series A
Convertible
Preferred Stock when the following additional conditions have been met: (a) the Company shall be the owner of
39
record of no less than 40% of the members interests in each of (i) 561 LLC
and
(ii) its affiliated company, America Approved Commercial, LLC. In accordance with GAAP, the Company has not recorded a liability in connection with this contingency.
On October 4, 2017, the Company entered into a
Share Exchange Agreement
pursuant to which it acquired a 25% equity interest in America Approved Commercial LLC (AAC).
Under the terms of
the
Share Exchange Agreement
, the sellers
shall be entitled to an additional 2,500,000 shares of the Companys Series A Preferred Stock when both of the following conditions have been met: (a)
one year has passed from
the Closing Date
and
(b) the closing bid price of the Companys common stock equals or exceeds $5.00 per share, as reported by OTC Markets, Inc. In addition, under the terms of
the
Share Exchange Agreement
, the sellers
shall be entitled to an additional 2,500,000 shares of our Series A
Convertible
Preferred Stock when the following condition has been met: the Company shall be the owner of record of no less than 40% of the members interests in each of (i) AAC
and
(ii) its affiliated company, 561 LLC. In accordance with GAAP, the Company has not recorded a liability in connection with this contingency.
On October 4, 2017, the Company entered into a
Share Exchange Agreement
pursuant to which it acquired a 40% equity interest in LEH Insurance Group LLC (LEHIG) in exchange for 500,000 shares of its Series A Preferred Stock with a deem value of $0.25 per share, or $125,000.
Under the terms of
the
Share Exchange Agreement
, the sellers
shall be entitled to an additional 500,000 shares of the Companys Series A Preferred Stock when the following condition has been met: prior to December 31, 2018, LEHIG has booked contracts representing insurance premiums of no less than $500,000. In addition, under the terms of
the Stakeholder and Investment Agreement, the sellers
shall be entitled to an additional 500,000 shares of the Companys Series A Preferred Stock when the following condition has been met: prior to December 31, 2018, LEHIG has booked contracts representing insurance premiums of no less than $1,000,000. In accordance with GAAP, the Company has not recorded a liability in connection with this contingency.
NOTE 18 - SUBSEQUENT EVENTS
On May 15, 2018, Legacy Direct Global, LLC. (Legacy Direct Global), a Texas limited liability company and a wholly-owned subsidiary of Sharing Services, Sharing Services, and Legacy Direct, LLC. (the Seller) entered into an agreement pursuant to which Legacy Direct Global acquired certain assets and the business and assumed certain liabilities of the Seller (the Agreement). In connection with the Agreement, Sharing Services has agreed to issue 100,000 restricted shares of its common stock and 900,000 stock warrants. The stock warrants enable the holders to acquire up to 900,000 restricted shares of Sharing Services common stock, subject to the achievement by the acquired business of certain specified performance targets over a period of up to three years. The stock warrants have an exercise price per share equal to 50% of the average 10-day trading price of Sharing Services common stock.
On May 16, 2018, Sharing Services, Inc. (the Company) entered into a financing transaction whereby the Company borrowed the sum of $203,000 from an accredited investor, Power Up Lending Group Ltd. (the Lender). The transaction involved the issuance by the Company in favor of the Lender of a Convertible Promissory Note (the Note) in the principal amount of $203,000. The Note accrues interest at the annual rate of 12% with the principal amount and all accrued interest being due and payable on May 16, 2019. At the option of the Lender, the Note is convertible into shares of the Companys common stock at any time following 180 days from its issuance.
On July 2, 2018, Sharing Services, Inc. (the Company) entered into a financing transaction whereby the Company borrowed the sum of $128,000 from an accredited investor, Power Up Lending Group Ltd. (the Lender). The transaction involved the issuance by the Company in favor of the Lender of a Convertible Promissory Note (the Note) in the principal amount of $128,000. The Note accrues interest at the annual rate of 12% with the principal amount and all accrued interest being due and payable on July 2, 2019. At the option of the Lender, the Note is convertible into shares of the Companys common stock at any time following 180 days from its issuance.
On July 6, 2018 Sharing Services, Inc. (the Company) entered into a Letter of Intent (LOI) with Hyten Global, LLC (Hyten). As part of this LOI the Company agreed to provide a short-term working capital loan of $50,000 and Hyten gave the Company an exclusive right for a period of 120 days to purchase all the assets and intellectual property of Hyten.
On June 2, 2018 the Company issued 600,000 Common A shares, par value of $.0001 at a price of $.25 for a total value of $150,000 in connection with share subscription agreements.
In June the Company received $40,000 for Common A shares, $.0001 par value at $.25 per share, as part of a share subscription agreement.
40