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EX-9.2 - EXHIBIT 9.2 - SHARING SERVICES GLOBAL Corpex9_2apg.htm
8-K/A - SHRV 8-K/A 09/20/17 - SHARING SERVICES GLOBAL Corpshrv8ka_092017apg.htm


EXHIBIT 9.1



TOTAL TRAVEL MEDIA, INC.


Index to the Audited Financial Statements


For the Period of May 5, 2017 (Inception) to May 22, 2017


 


 

   Page

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

2

 

 

 

 

Balance sheet as of May 22, 2017

 

 

3

 

 

 

 

Statements of operations for the period of May 5, 2017 to May 22, 2017

 

 

4

 

 

 

 

Statement of Stockholders’ Deficit for the period of May 5, 2017 to May 22, 2017

 

 

5

 

 

 

 

Statements of cash flows for the period of May 5, 2017 to May 22, 2017

 

 

6

 

 

 

 

Notes to the audited financial statements

 

 

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Report of Independent Registered Public Accounting Firm


Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders

Total Travel Media, Inc.

We have audited the accompanying balance sheet of Total Travel Media, Inc. as of May 22, 2017 and the related statement of operations, stockholder's deficit and cash flows for the period from (inception) May 5, 2017 to May 22, 2017. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Total Travel Media, Inc. as of May 22, 2017 and the results of its operations and its cash flows for the period from (inception) May 5, 2017 to May 22, 2017 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred a loss since inception, had a net accumulated deficit and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Ankit Consulting Services, Inc.

Certified Public Accountants


Rancho Santa Margarita

September 20, 2017




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TOTAL TRAVEL MEDIA, INC.

Balance Sheet

 

  

  

 

May 22,

  

  

 

2017

ASSETS

 

 

Current Assets

$

  

  

 

 

  

TOTAL ASSETS

$

  

  

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

Current Liabilities

 

 

 

Due to related party

$

849 

Total Current Liabilities

 

849 

 

 

 

 

  

TOTAL LIABILITIES

 

849 

  

  

 

 

Stockholders' Deficit

 

 

Common stock: 10,000,000 shares authorized; $0.001 par value

 

 

10,000,000 shares issued and outstanding

 

10,000 

Additional Paid In Capital

 

(10,000)

Accumulated deficit

 

(849)

Total Stockholders' Deficit

 

(849)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$



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



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TOTAL TRAVEL MEDIA, INC.

Statement of Operations

 

 

 

Date of Inception

 

 

 

(May 5, 2017) to

 

 

 

May 22,

  

  

 

2017

 

 

 

 

Revenues

 $

 

 

 

 

Operating Expenses

 

 

 

Professional fees

 

849 

 

   Total operating expenses

 

849 

 

 

 

 

Net loss before taxes

 

(849)

 

 

 

 

 

Income tax benefit

 

 

 

 

 

Net loss for the period

 $

(849)

 

 

 

 

Basic and dilutive loss per share

 $

(0.00)

 

 

 

 

Weighted average common shares outstanding – basic and diluted

 

9,444,444 



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




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TOTAL TRAVEL MEDIA, INC.

Statement of Stockholders' Deficit

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Common Stock

 

Paid In

 

Accumulated

 

 

 

 

 

 Shares

 

 Amount

 

Capital

 

 Deficit

 

 Total

 

 

 

 

 

 

 

 

 

 

 

 

Balance - May 5, 2017 (Inception)

 

-

$

-

$

$

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to founders for intangible assets

 

10,000,000

 

10,000

 

(10,000)

 

 

 

Net loss for the period

 

-

 

-

 

 

(849)

 

(849)

 

 

 

 

 

 

 

 

 

 

 

 

Balance - May 22, 2017

 

10,000,000

 $

10,000

 $

(10,000)

 $

(849)

 $

(849)



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



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TOTAL TRAVEL MEDIA, INC.

Statement of Cash Flows

 

 

 

 

 

 

 

Date of Inception

 

 

 

(May 5, 2017) to

 

 

 

May 22,

 

 

 

2017

 

 

 

 

 CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

    

Net loss for the period

$

(849)

 

Changes in operating assets and liabilities:

 

 

 

Due to related party

 

849 

 

Net Cash Provided by (Used in) Operating Activities

 

 

 

 

 

 Net increase in cash and cash equivalents

 

 Cash and cash equivalents, beginning of period

 

 Cash and cash equivalents, end of period

$

 

 

 

 

 Supplemental cash flow information

 

 

 

Cash paid for interest

$

 

Cash paid for taxes

$

 

 

 

 

 Non-cash transactions:

 

 

 

Common stock issued for intangible assets

$



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



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TOTAL TRAVEL MEDIA, INC.

Notes to Financial Statements

Inception (May 5, 2017) to May 22, 2017



NOTE 1 - ORGANIZATION AND BUSINESS

 

Organization and Operations


Total Travel Media, Inc. (the “Company”) is a Nevada corporation incorporated on May 5, 2017.  It is based in Orange, CA, USA.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is April 30.


The Company intends to offer intellectual property and technology to travel related businesses. To date, the Company’s activities have been limited to its formation.


Change of Control


On May 23, 2017, the Company entered into a Share Exchange Agreement (the “Agreement”) with Sharing Services, Inc. (“SHRV”), a public Company quoted on the OTCMarkets under “SHRV”.  Pursuant to the terms of the Agreement, the founding shareholders exchanged 100% of the common stock (10,000,000 shares) in the Company, for Ten Million (10,000,000) newly-issued shares of SHRV’s Common Class B Stock, and (ii) Ten Million (10,000,000) newly-issued shares of the Company’s Series B Preferred Stock.  Following the Closing Date, the Company will operate as a wholly-owned subsidiary of SHRV.


Going Concern Matters


The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the Company’s continuation as a going concern. The Company has incurred operating losses of $849 during the period from inception (May 5, 2017) to May 22, 2017 and has an accumulated deficit of $849 as of May 22, 2017. In addition, current liabilities exceed current assets by $849 as of May 22, 2017.


Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors.


There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. 


Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES


General principles


These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).



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Use of Estimates


The preparation of financial statements in accordance with accounting principles generally accepted in the United States 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. Actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts and notes receivable, the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets.


Cash and cash equivalents


Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. As of May 22, 2017, the Company did not have a bank account. As of May 22, 2017, cash held was $0.


Income taxes


The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes”. This codification prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and for carry-forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax asset will not be realized.


Deferred tax liabilities and assets are classified as current or non-current based on the classification of the related asset or liability for financial reporting, or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting.


The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, “Income Taxes”. Accounting guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.


The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Accordingly, the Company would report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company elects to recognize any interest and penalties, if any, related to unrecognized tax benefits in tax expense.


Earnings per Share


The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings per share is computed 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 reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. 


The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net loss per common shares: 





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Date of Inception

 

 

(May 5, 2017) to

 

 

May 22,

 

 

2017

Numerator:

 

 

Net loss available to stockholders

 

$

(849)

 

 

 

 

Denominator:

 

 

 

Weighted average number of common shares – Basic and Diluted

 

 

9,444,444 

 

 

 

 

Net loss per common share – Basic and Diluted

 

$

(0.00)



The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.


Fair Value of Financial Instruments

 

Fair value is defined as the price that the Company would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent counter-party in the principal market or in the absence of a principal market, the most advantageous market for the investment or liability. A three-tier hierarchy is established to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs); and establishes a classification of fair value measurements for disclosure purposes. 


The hierarchy is summarized in the three broad levels listed below:


·

Level 1

 

quoted prices in active markets for identical assets and liabilities

·

Level 2

 

other significant observable inputs (including quoted prices for similar assets and liabilities, interest rates, credit risk, etc.)

·

Level 3

 

significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities).

 

The Company's financial instruments consist primarily of debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.


Revenue Recognition

 

The Company recognizes revenue from the services in accordance with ASC 605, “Revenue Recognition.” The Company recognizes revenue only when all of the following criteria have been met:


 

i)

Persuasive evidence for an agreement exists;

 

ii)

Service has been provided;

 

iii)

The fee is fixed or determinable; and,

 

iv)

Collection is reasonably assured.


Recently Issued Accounting Standards

 

The FASB has issued Accounting Standards Update (ASU) No. 2017-09, Compensation—Stock Compensation (Topic 718) — Scope of Modification Accounting. ASU 2017-09 applies to entities that change the terms or



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conditions of a share-based payment award. The FASB adopted ASU 2017-09 to provide clarity and reduce diversity in practice as well as cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to the modification of the terms and conditions of a share-based payment award. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. Effective for all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The Company does not anticipate the adoption of ASU 2017-09 will have a material impact on its consolidated financial statements.


In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-06, “Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting.” Among other things, the amendments require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments also remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments. The amendments require all plans to disclose: (a) their master trust’s other asset and liability balances; and (b) the dollar amount of the plan’s interest in each of those balances. Lastly, the amendments eliminate redundant investment disclosures (e.g., those required by Topics 815 and 820) relating to 401(h) account assets. Effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amendments should be applied retrospectively to each period for which financial statements are presented. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

 

In February 2017, the FASB has issued Accounting Standards Update (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 a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of 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. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. Effective at the same time as the amendments in Update 2014-09, Revenue from Contracts with Customers (Topic 606). Therefore, public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the amendments in this Update to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the amendments in this Update to annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. All other entities may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance. An entity is required to apply the amendments in this Update at the same time that it applies the amendments in Update 2014-09. The Company is currently evaluating the potential impact this standard may have on its financial position and results of operations.

 

In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible



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goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction.

 

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.


NOTE 3 -  INCOME TAXES


The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

 

 

 

 

 

 

May 22,

 

 

 

 

2017

Income tax expense at statutory rate

 

 

 

 

$

(289)

Valuation allowance

 

 

 

 

 

289 

Income tax expense per books

 

 

 

 

$


Net deferred tax assets consist of the following components as of:


 

 

 

 

 

May 22,

 

 

 

 

2017

NOL Carryover

 

 

 

 

$

849 

Valuation allowance

 

 

 

 

 

(849)

Net deferred tax asset

 

 

 

 

$


Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $849 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.  They typically expire 20 years from when incurred.





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NOTE 4 - STOCKHOLDERS’ DEFICIT


Common Stock

 

The Company has authorized 10,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.


On May 7, 2017, the Company issued to founders 10,000,000 shares of common stock in exchange for intangible assets of no value. The Company accounted for the assets as a contribution by related parties and recorded a reduction to additional paid in capital.


As at May 22, 2017, the Company had 10,000,000 shares of common stock issued and outstanding.


NOTE 5 - RELATED PARTY TRANSACTIONS


Due to related party


From inception (May 5, 2017) to May 22, 2017, a significant shareholder, who is also one of our founders, loaned $849 for incorporation and formation costs. The amount is non-interest bearing and due on demand.


Common Share issuances


On May 7, 2017, 7,500,000 shares of common stock were issued to a corporation, which is controlled by our sole officer and director.


NOTE 6 - SUBSEQUENT EVENTS


The Company has analyzed its operations subsequent to May 22, 2017, through the date these financials were approved to be issued, and has determined that it does not have any material events, except as discussed in Note 1 under  “change of control” header.




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