Attached files
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EX-32.2 - EXHIBIT 32.2 - SHARING SERVICES GLOBAL Corp | ex32_2apg.htm |
EX-32.1 - EXHIBIT 32.1 - SHARING SERVICES GLOBAL Corp | ex32_1apg.htm |
EX-31.2 - EXHIBIT 31.2 - SHARING SERVICES GLOBAL Corp | ex31_2apg.htm |
EX-31.1 - EXHIBIT 31.1 - SHARING SERVICES GLOBAL Corp | ex31_1apg.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Amendment #1
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[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| FOR THE FISCAL YEAR ENDED: APRIL 30, 2018 |
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[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from __________________ to _____________________ |
| Commission File No. 333-205310 |
SHARING SERVICES, INC.
(Exact name of registrant as specified in its charter)
Nevada | 30-0869786 |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) |
organization) |
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1700 Coit Road, Suite 100, Plano, Texas | 75075 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (469) 304-9400
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered |
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Common Stock, $0.0001 par value per share | NASDAQ |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES [ ] NO [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [X] | Emerging growth company [X] | ||
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.[ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) YES [ ] NO [X]
The aggregate market value of registrants common stock held by non-affiliates of the registrant, based upon the closing price of a share of the registrants common stock on October 31, 2017 was approximately $20,846,800. At July 23, 2018, there were 66,770,000 shares of the registrants common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrants Proxy Statement related to the registrants 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
Explanatory Note
The sole purpose of this Amendment No. 1 to Sharing Services, Inc.'s Annual Report on Form 10-K for the annual period ended April 30, 2018, as filed with the Securities and Exchange Commission on July 30, 2018, in the form of a Form 10-K/A (Amendment No. 1) is to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes for the Form 10-K formatted in (eXtensible Business Reporting Language). No other changes have been made to the Form 10-K. This Amendment No. 1 does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-K.
(b) Exhibits
The following exhibits are filed as part of this Annual Report or are incorporated herein by reference:
3.1 |
| Amended and Restated Articles of Incorporation of Sharing Service, Inc., which is incorporated herein by reference from Exhibit 3.1.1 to the Companys Current Report on Form 8-K filed on May 8, 2017 |
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3.2 |
| Bylaws of Sharing Service, Inc., dated April 25, 2015, which is incorporated herein by reference from Exhibit 3.2.1 to the Companys Current Report on Form 8-K filed on May 8, 2017 |
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4.1 |
| Certificate of Designations of Series A Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.2 to the Companys Current Report on Form 8-K filed on May 8, 2017 |
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4.2 |
| Certificate of Designations of Series B Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.3 to the Companys Current Report on Form 8-K filed on May 8, 2017 |
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4.3 |
| Certificate of Designations of Series C Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.4 to the Companys Current Report on Form 8-K filed on May 8, 2017 |
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4.4 |
| Convertible Promissory Note dated December 15, 2017 issued by Sharing Service, Inc. in favor of Power UP Lending Group Ltd., which is incorporated herein by reference from Exhibit 1.1 to the Companys Current Report on Form 8-K filed on January 5, 2017 |
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4.5 |
| Convertible Promissory Note dated January 22, 2018 issued by Sharing Service, Inc. in favor of RB Capital Partners, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Companys Current Report on Form 8-K filed on January 26, 2018 |
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4.6 |
| Convertible Promissory Note dated February 8, 2018 issued by Sharing Service, Inc. in favor of RB Capital Partners, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Companys Current Report on Form 8-K filed on February 13, 2018 |
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4.7 |
| Convertible Promissory Note dated March 16, 2018 issued by Sharing Service, Inc. in favor of RB Capital Partners, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Companys Current Report on Form 8-K filed on March 23, 2018 |
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4.8 |
| Convertible Promissory Note dated April 13, 2018 issued by Sharing Service, Inc. in favor of RB Capital Partners, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Companys Current Report on Form 8-K filed on April 19, 2018 |
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4.9 |
| Convertible Promissory Note dated May 16, 2018 issued by Sharing Service, Inc. in favor of Power UP Lending Group Ltd., which is incorporated herein by reference from Exhibit 1.1 to the Companys Current Report on Form 8-K filed on June 5, 2018 |
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4.10 |
| Convertible Promissory Note dated July 2, 2018 issued by Sharing Service, Inc. in favor of Power UP Lending Group Ltd., which is incorporated herein by reference from Exhibit 1.1 to the Companys Current Report on Form 8-K filed on July 17, 2018 |
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10.1 |
| Stakeholder and Investment Agreement dated May 21, 2017 by and between Sharing Service, Inc., 212 Technologies and certain individual selling shareholders, which is incorporated herein by reference from Exhibit 1.1 to the Companys Current Report on Form 8-K filed on May 25, 2017 |
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10.2 |
| Share Exchange Agreement dated May 23, 2017 by and between Sharing Service, Inc., Total Travel Media, Inc., and the Equity Holders of Total Travel Media, Inc., which is incorporated herein by reference from Exhibit 2.1 to the Companys Current Report on Form 8-K/A filed on September 21, 2017 |
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10.3 |
| Consulting Agreement dated September 26, 2017 by and between Sharing Service, Inc. and RB Capital Partners, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Companys Current Report on Form 8-K filed on October 2, 2017 |
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101 |
| The following financial information from our Annual Report on Form 10-K for the fiscal year ended April 30, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Earnings; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) Consolidated Statements of Stockholders Equity (Deficit) and (vi) the Notes to Consolidated Financial Statements* |
*Included herewith
Certain schedules and exhibits have been omitted pursuant to Item 601(b) (2) of Regulation S-K. The Registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 9th day of August, 2018.
SHARING SERVICES, INC.
(Registrant)
By:
/s/ John Thatch
John Thatch
President, Chief Executive Officer and Director
By:
/s/ Frank A. Walters
Frank A. Walters
Secretary, Chief Financial Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | |
/s/ John Thatch |
| President, Chief Executive Officer and Director (Principal Executive Officer) | August 9, 2018 |
John Thatch |
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/s/ Frank A. Walters |
| Secretary, Chief Financial Officer and Director (Principal Financial Officer) | August 9, 2018 |
Frank A. Walters |
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/s/ Robert Oblon |
| Chairman of the Board of Directors | August 9, 2018 |
Robert Oblon |
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/s/ Jordan Brock |
| Director | August 9, 2018 |
Jordan Brock |
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