·

Our success in developing our information technology systems and our financial controls.

The events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. As a result, our actual results may differ materially from the results contemplated by these forward-looking statements. We assume no obligation to publicly update or revise any forward-looking statements.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

The following condensed consolidated balance sheets as of July 31, 2018 and April 30, 2018, and the condensed consolidated statements of earnings, condensed consolidated statements of comprehensive income and condensed consolidated statements of cash flows for the three months ended July 31, 2018 and for the period from May 5, 2017 (inception) to July 31, 2017 are those of Sharing Services, Inc. and subsidiaries.

SHARING SERVICES, INC.

Index to the Unaudited InterimCondensed Consolidated Financial Statements

For the Period from May 5, 2017 (Inception)Three Months Ended to JanuaryJuly 31, 2018

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SHARING SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)SHEETS

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

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SHARING SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

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

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SHARING SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

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

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SHARING SERVICES, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JANUARYThree Months Ended JULY 31, 2018

(Unaudited)

NOTE 1 – NATURE–DESCRIPTION OF OPERATIONS AND BASIS OF PRESENTATION

The Company was originally formed to develop and market a taxi-ride sharing website and application (“web app”). Beginning in February 2017, the Company expanded its business model to also offer a wide range of travel and technology management and other products and services. In December 2017, the Company launched a wholly-owned subsidiary operating under the trade name “Elepreneurs.” One of Elepreneus’ leading product lines, “Elevate,” consists of Nutraceutical products which the Company terms “D.O.S.E.” (Dopamine, Oxytocin, Serotonin and Endorphins) and was developed and is owned by another of the Company’s wholly-owned subsidiaries, “Elevacity Global.” This product line has accelerated the Company’s growth during the last two quarters of the period from May 5, 2017 (inception) to April 30, 2018. 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 interests in certain companies as more fully discussed in our Annual Report on Form 10-K for the period from May 5, 2017 (inception) to April 30, 2018.

The condensed consolidated interim financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC, although we believe that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Sharing Services, Inc. and subsidiaries (“Sharing Services”, “we”, “us”, or the “Company”) was incorporated on April 24, 2014 infor the State of Nevada. The Company’s wholly owned subsidiary, Total Travel Media, Inc. (“Total Travel Media”, or “TTM”), was incorporated onperiod from May 5, 2017 in the State of Nevada. The Company’s wholly-owned subsidiary, Four Oceans Holdings, Inc. (“Four Oceans”), was incorporated on September 22, 2017 in the State of Nevada. The fiscal year end is(inception) to April 30.  The Company acquired Total Travel Media on May 23, 2017.  While Total Travel Media is a wholly owned subsidiary of the Company, for financial accounting purposes the transaction has been treated as a reverse acquisition (reference is made to the paragraph below entitled “Recapitalization”). The Company acquired Four Oceans from related parties and was treated as an acquisition under common control.  See Note 11 - Related Party Considerations.

The Company was originally formed to launch a taxi sharing website and application. Beginning on February 1, 2017 the Company changed its business model and is now a travel and technology management company. Sharing Services is a direct-selling model with a subscription-based vacation portal.

Share Exchange and Acquisition – Four Oceans Holdings, Inc.

On September 29, 2017, Sharing Services, Inc., entered into a Share Exchange Agreement with Four Oceans Holdings, Inc., a Nevada corporation. Pursuant to the terms of the Agreement, the Company acquired all of the shares of capital stock of Four Oceans from the holders of such stock (the “Equity-Holders”), in exchange for the issuance of Seventy-five Million (75,000,000) newly-issued restricted shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”).  Following the closing, Four Oceans operated as a wholly-owned subsidiary of the Company.

Four Oceans was controlled by Alchemist Holdings, LLC, a Company controlled by our Chairman, who received 50,000,000 Series A Preferred stock; Bear Bull Market Dividends, Inc., a Company that is a significant shareholder of Sharing Services, who received 20,000,000 Series A Preferred stock; and Research and Referral BZ received 5,000,000 shares. As a result of these share exchanges, Four Oceans became a 100% owned subsidiary of the Company. As these transactions are between entities under common control, the Company has reported the results of operations for the period in a manner similar to a pooling of interests and has consolidated financial results since the initial date in which the above companies were under common control. Assets and liabilities were combined on their carrying values and no recognition of goodwill was made. The Company has presented earnings per share based on the new parent company shares issued to the former shareholders of the Company.

Share Exchange and Reorganization – Total Travel Media, Inc.

On May 23, 2017, Sharing Services, Inc., entered into a Share Exchange Agreement (the “Agreement”) with Total Travel Media, Inc. On May 23, 2017, there was a Closing of the transaction (the “Closing Date”).  Pursuant to the terms of the Agreement, the Company acquired all of the shares of capital stock of TTM from the holders of such stock (the “Equity-Holders”), in exchange for the issuance of Ten Million (10,000,000) newly-issued shares of the Company’s Common Class B Stock, par value $0.0001 per share and (ii) Ten Million (10,000,000) newly-issued shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.  Following the Closing Date, TTM will operate as a wholly-owned subsidiary of the Company.

Recapitalization

For financial accounting purposes, this transaction was treated as a reverse acquisition by Total Travel Media, and resulted in a recapitalization with Total Travel Media being the accounting acquirer and Sharing Services as the acquired company. The consummation of this reverse acquisition resulted in a change of control. 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 reverse acquisition completed on May 23, 2017, and represent the operations of Total Travel Media. The consolidated financial statements after the acquisition date, May 23, 2017,

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include the balance sheets of both companies at historical cost, the historical results of Total Travel Media and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.30, 2018.

Going concern

TheseThe accompanying consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and dischargesettle its liabilities in the normalordinary course of its business for the foreseeable future. To date theThe Company has generated $960,182 in revenues from its business operationsis an emerging growth company and has an accumulated deficit of $6,976,438. As ofnot generated positive cash flows from operations. In addition, prior to its fiscal quarter ended January 31, 2018, the Company had anot generated sales. Historically, the Company has funded its working capital deficitneeds and acquisitions primarily with capital transactions and with unsecured debt, including the issuance of $5,058,529.convertible notes. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Companyintends to continue to raise capital and use unsecured debt, including the issuance of convertible notes, from time to time in the future as a going concern is dependent on raising capitalneeded to fund its initial business planworking capital needs and ultimatelystrategic acquisitions.

The Company recently initiated comprehensive direct sales and social media marketing initiatives intended to attain profitable operations. Accordingly, these factors raise substantialpromote its products and services and to drive long-term sales growth. There can be no assurance about the success of the Company’s growth initiatives and, accordingly, this raises reasonable doubt as to the Company’s ability to continue as a going concern. The Company has initiated extensive direct sales and social media marketing whichbelieves it expectswill be able to drive significant sales volume of the Company’s products, and services over the next several months. The Company expects to become profitable and not need additional outside funding oncefund its working capital needs have been met.  The acceptancefor the next 12 months with unsecured borrowings, including the issuance of the Company’s marketing efforts are uncertainconvertible notes, capital transactions and, therefore, the Company has plans to continue to fund its business by way of private placements, promissory notes, convertible promissory notes and advancesultimately, cash from related parties as may be required.operations.

These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amountsassets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BasisWe adhere to the same accounting policies in the preparation of Presentationour condensed consolidated interim financial statements as we do in the preparation of our full-year consolidated financial statements. As permitted under GAAP, interim accounting for certain expenses is based on full-year assumptions.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”)GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net

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revenues and expenses recognized during the periods presented. Adjustments made with respectActual results may differ from these estimates in amounts that may be material to our consolidated financial statements. We believe that the use of estimates often relate to improved information not previously available.

Uncertainties with respect to such estimates and assumptions are inherentused in the preparation of our financial statements; accordingly, actual results could differ from these estimates.

statements, including our condensed consolidated interim financial statements, are reasonable. In managements’ opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Use of Estimates and AssumptionsAccounting Changes

The preparation of financial statements in accordanceIn May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts 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 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.

Principles of Consolidation

For January 31, 2018, the unaudited consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Total Travel Media, Inc. and Four Oceans Holding, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

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Cash and cash equivalents

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less.  As of January 31, 2018 the Company had cash and cash equivalents of $175,451.

Fair value measurements

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:

In accordance withCustomers, which supersedes Accounting Standards Codification (“ASC”) 815, the Company’s debt derivative liabilities are measured at fair value on a recurring basis, and are level 3 measurements in the three-tier fair value hierarchy.

There were no transfers between the levelsTopic 605, Revenue Recognition. A core principle of the fair value hierarchy duringnew guidance is that an entity should measure revenue in connection with its sale of goods and services to a customer based on the periodconsideration to which the entity expects to be entitled in exchange for each of inception (May 5, 2017) to January 31, 2018.

Fair value ofthose 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. As required, the Company adopted ASU No. 2014-09, using the cumulative effect transition method, effective May 1, 2018 and its adoption did not have a material impact on its consolidated financial instruments

The Company’s financial instruments consist primarily of cash, accounts payablestatements and accrued expenses, and 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.business.

The following table summarizes fair value measurements by level at January 31, 2018 measured at fair valueimpact of adopting the new revenue standard on our financial statements was not material and relates primarily to our customers’ right of return and to recognition of revenue from services offered on a recurring basis:

Related Parties

subscription basis. We now defer revenue (and the related cost of goods sold) associated with our customers’ right of return. The Company follows ASC 850, “Related Party Disclosures,” forimpact of adopting the identification of related parties and disclosure of related party transactions (see Note 11).

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets maynew standard on our revenue from subscription-based services was not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

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Property and Equipment

Furniture and equipment is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives of the equipment are as follows:

Office equipment - 5 years

Furniture and fixtures - 3 years

Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.

Accounts Receivable and Allowance for Uncollectible Accounts

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of January 31, 2018, the Company determined no valuation allowance for doubtful accounts was required, for the Company’s accounts receivable.

Revenue Recognition

In accordance with ASC 605, “Revenue Recognition”, revenue is recognized when, specifically when all the following conditions are met:

The Company generally recognizes revenue upon delivery and when both the title and risk and rewards pass to the Independent Representative or Customer. Product sales are recognized net of product returns and discounts referred to as “returns and allowances.” Net sales include product sales net of processing fees The Company generally receives the net sales price through credit card payments on the Company Website or at the point of sale.  Products sold on an annual basis are recognized as revenue over the following twelve months. Allowances for product returns have not been provided due to the short period thatsubscription periods (general one year or less) and to our prior policy of recognizing revenue from subscription-based services ratably over the productssubscription period.

Historically, our sales returns have been sold.  As historical data is collected a reserve will be provided at the time the sale is recorded.

The Company recognizes revenue when the products are shippedapproximately 2% of our consolidated net sales and services are complete.

Deferred Revenue

At January 31, 2018,our subscription-based revenues have been 1% of our consolidated net sales. In addition, the Company had advances from customersis an emerging growth company with limited sales history. Going forward, the Company will continue to monitor its sales returns history and its sales of $128,851.  Advances from customers are a component of deferredsubscription-based services, and the Company will continue to recognize revenue in proportion to the consolidated balance sheets and includes billings to customers where the

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product has not shipped, for services that were in process but not completed and for annual memberships and other products which are recognized over the succeeding twelve months.

Costdocumented pattern of Sales

The Cost of merchandise sold is recognized at the time of revenue recognition, as the product is shipped and services are complete.

Share-Based Expense

ASC 718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense totaled $1,308,948 for the period from inception (May 5, 2017) to January 31, 2018.

Advertising Costs

The Company follows ASC 720, “Advertising Costs,” and expenses costs as incurred.  Advertising and marketing expense totaled $694,207 for the period from inception (May 5, 2017) to January 31, 2018.  

Income Taxes

The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to 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 year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in 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 unless it is more likely than not that the value of such assets will be realized.

The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition 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 of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At January 31, 2018, the Company did not record any liabilities for uncertain tax positions.

Basic and Diluted Net Loss per Common Share

Basic income (loss) 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. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.  Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the

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issuance of common stock that could share in the earnings of the Company. There were convertible notes and accrued interest for approximately $575,034 and 101,874,540 convertible preferred shares issuedsatisfaction by the Company duringof such customer rights. Further, the period ended January 31, 2018. Potential dilutive instruments as at January 31, 2018, consisted ofCompany will provide the following common share equivalents:

Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss.

Recently Issued Accounting Standardsadded disclosures required by ASU No. 2014-09 when material.

In NovemberJanuary 2017, the FASB has issued Accounting Standards Update (ASU)ASU No. 2017-14,2017-01, “Income Statement—Reporting Comprehensive IncomeBusiness Combinations (Topic 220), Revenue Recognition805): Clarifying the Definition of a Business” (Topic 605), and Revenue from Contracts with Customers (Topic 606).” (“ASU 2017-14 includes amendments to certain SEC paragraphs within the FASB Accounting Standards Codification (Codification)2017-01”). ASU 2017-14 amends2017-01 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 Codificationframework under the prior guidance and is generally expected to incorporateresult in greater consistency in the following previously issued guidance fromapplication 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. As required, the SEC. ‘The amendments inCompany adopted ASU No. 2017-14 amends the Codification to incorporate SEC Staff Accounting Bulletin (SAB) No. 1162017-01 effective May 1, 2018 and SEC Interpretive Releaseits adoption did not have a material impact on Vaccines for Federal Government Stockpiles (SEC Release No. 33-10403) that bring existing SEC staff guidance into conformity with the FASB’s adoption of and amendments to ASC Topic 606, Revenue from Contracts with Customers.

In September 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.its consolidated financial statements.

In February 2017, the FASB has issued Accounting Standards Update (ASU)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 clarifyclarified that a financial asset isnonfinancial assets that are 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 ofASC 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 subsidiariesFor public companies, this amendment 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,effective for fiscal years, 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

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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 consolidated 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 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 inthose fiscal years, beginning after December 15, 2019. Early2017. As required, the Company adopted ASU No. 2017-05 effective May 1, 2018 and its 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 doesdid not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards

In January 2017,February 2016, the FASB issued ASU No. 2017-01,2016-02, “Business Combinations (Topic 805): ClarifyingLeases, 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 Definitionprior guidance. Under the new guidance, the lease liability must be measured initially based on the present value of a Business.” Thisfuture 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 decline (similar to capital leases under prior rules) over the life of the lease. The new standard clarifiesmust be adopted using a modified retrospective transition method. For public companies, this amendment is effective for fiscal years, and

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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 definitionpotential impact this standard may have on our consolidated financial position and consolidated results of a businessoperations.

NOTE 3 – FAIR VALUE MEASURENTS OF FINANCIAL INSTRUMENTS

Our financial instruments consist of cash equivalents, trade accounts receivable, accounts payable, notes payable and provides a screenderivative liabilities. The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to determine when an integrated setthe short-term nature of assets and activities is not a business. The screen requires that when substantially allthese financial instruments.

There were no transfers between the levels of the fair value ofhierarchy during the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets,periods covered by 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’saccompanying consolidated financial statements.

NOTE 3 – ACCOUNTS RECEIVABLEConsistent with the valuation hierarchy described above, we categorized certain of our financial assets and liabilities as follows:

As at January 31, 2018, accounts receivable of $366,269 represents the billed revenue due from merchant processor net of deferred revenue and merchant processing fees. The full amount was received in subsequent payments, thus no allowance for doubtful accounts was required at January 31, 2018  

NOTE 4 – PREPAID EXPENSES AND DEPOSITSEARNINGS (LOSS) PER SHARE

Prepaid expensesWe 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 deposits consistedother commitments to issue common stock, including shares issuable upon the conversion of convertible notes outstanding, except where the following at January 31, 2018:impact would be anti-dilutive.

The following table sets forth the computations of basic and diluted loss per share:

Prepaid expenses consistThe potentially dilutive instruments outstanding as of payments for goodsJuly 31, 2018 and services which will be consumed in the Company’s operations in the next operating cycle.

142017, were as follows:

Vendor deposits represent 50% of open purchase orders to the Company’s primary supplier, per the vendor agreement.

Security deposits are for the new corporate offices per the lease agreement.  See subsequent events (Note 14) regarding the new Corporate offices.

NOTE 5 -– PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at JanuaryJuly 31, 2018 and April 30, 2018:

The depreciationDepreciation and amortization expense was $7,947 for the three months ended July 31, 2018, and $200 for the period from inceptionMay 5, 2017 (inception) to January 31,2018 was $800.July 31, 2017.

NOTE 6 – EQUITY INVESTMENTS IN UNCONSOLIDATED ENTITIES

212 Technologies, LLC

On May 21, 2017, the Company entered into a transaction whereby the Company will acquireStakeholder and Investment Agreement pursuant to which it acquired a Forty-eight percent (48%)24% interest in 212 Technologies, LLC (“212 Tech”), a Montana limited liability company, (“212 Tech”), in exchange for 15,628,7505,628,750 shares of the Company’sits Series A Convertible Preferred Stock with a deemed value of $0.25 per share, or $1,407,188, and cash$100,000 in the amount of $100,000.cash. 212 Technologies, LLCTech is a developer of end-to-end online marketing and direct sales software systems. Initially,

Under the Company will acquire a Twenty-four percent (24%) interest in exchange for 5,628,750 sharesterms of the Company’s Series A Convertible Preferred Stock and cash. The Stakeholder and Investment Agreement, dated May 21, 2017 also provides for the acquisition by the Company ofhas the remaining twenty-four percent (24%)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 Company’s Series A Convertible Preferred Stock, when both of the following milestonesconditions have been reached:met: (i) Oneone year has passed from the original MOU; Closing Date; and (ii) the closing price per share of the Company’s common stock is quoted atequals or exceeds $10.00 or more.per share, as reported by OTC Markets, Inc. The Company, in exchange, received a non-exclusive, non-royalty bearing, perpetual, worldwide license of allcertain the intellectual property rights of the Intellectual Property Rights developed and held by 212 Tech.

The

561 LLC

On October 4, 2017, the Company entered into a Share Exchange Agreement pursuant to which it acquired a 24%25% interest in 212 Tech by paying $25,000561 LLC in cash, leaving a payableexchange for 2,500,000 shares of $75,000, and issuing 5,628,750 shares ofour Series A Convertible Preferred Stock with a deemed value of $0.25 per share, or $1,407,188.  As$625,000, to be issued in four equal instalments over time. Pursuant to the terms of January 31,the Share Exchange Agreement, in May 2018, we recorded $1,507,188 as an investment at cost.

561 LLC

Thethe Company acquired a 25%increased its cumulative equity interest in 561 LLC by agreeing to issue40% in exchange for 2,500,000 shares of its Series A Convertible Preferred Stock. As of July 31, 2018, the Company had issued 4,375,000 shares of its Series A Convertible Preferred Stock with(with a deemed value of $0.25 per share or $625,000.    The shares are to be issued to the$1,093,750) in connection with its acquisition of 561 Equity-holders as follows: 625,000 shares issued within 5 days of the closing date and 625,000 shares issued on or before December 31, 2017.  These shares are issued and outstanding at January 31, 2018. 625,000 Shares are to be issued on or before April 30, 2018 and 625,000 Shares are to be issued on or before August 31, 2018. As of January 31, 2018, we recorded $312,500 as an investment at cost for the 1,250,000 shares issued.LLC.

The 561 Equity-HoldersUnder the terms of the Share Exchange Agreement, the sellers shall be entitled to an additional Two Million Five Hundred Thousand (2,500,000) of2,500,000 shares of the Company’s restricted Series A Convertible Preferred Stock $0.0001 par value per share, when both of the following conditions have been met: (a) Following the first year’s anniversary ofone year has passed from the Closing Date and (b) the closing bid price of the Company’s common stock equals or exceeds $5.00 per share, as reported by OTC Markets, Inc. If these conditions are met, the Company shall cause the issuance of such shares within ten (10) calendar days of the satisfaction of such conditions.

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The 561 Equity-Holders shall be entitled to an additional Two Million Five Hundred Thousand (2,500,000) of shares of the Company’s restricted Series A Preferred Stock, $0.0001 par value per share, when the following conditions have 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) 561 and (ii) its affiliated company, America Approved Commercial, LLC. If these conditions are met, the Company shall cause the issuance of such shares within ten (10) calendar days of the satisfaction of such conditions.

America Approved Commercial LLC

TheOn October 4, 2017, the Company entered into a Share Exchange Agreement pursuant to which it acquired a 25% interest in America Approved Commercial LLC by issuing(“AAC”) in exchange for 2,500,000 shares of our Series A Convertible Preferred Stock with a deemed value of $0.25 pureper share, or $625,000. The$625,000, to be issued in four equal instalments over time. Pursuant to the terms of the Share Exchange Agreement, in May 2018, the Company issued 625,000increased its cumulative equity interest in AAC to 40% in exchange for 2,500,000 shares during the period ended January 31, 2018. of its Series A Convertible Preferred Stock. As of JanuaryJuly 31, 2018, we recorded $ 312,500 as an investment at cost for the first installmentCompany had issued 4,375,000 shares of 625,000 shares issued.its Series A Convertible Preferred Stock (with a deemed value of $1,093,750) in connection with its acquisition of AAC.

The AAC Equity-HoldersUnder the terms of the Share Exchange Agreement, the sellers shall be entitled to an additional Two Million Five Hundred Thousand (2,500,000) of2,500,000 shares of the Company’s restricted Series A Convertible Preferred Stock $0.0001 par value per share, when both of the following conditions have been met: (a) Following the first year’s anniversary ofone year has passed from the Closing Date and (b) the closing bid price of the Company’s common stock equals or exceeds $5.00 per share, as reported by OTC Markets, Inc.  If these conditions are met, the Company shall cause the issuance of such shares within ten (10) calendar days of the satisfaction of such conditions.Inc

The AAC Equity-Holders shall be entitled to another additional Two Million Five Hundred Thousand (2,500,000) of shares of the Company’s restricted Series A Preferred Stock, $0.0001 par value per share, when the following conditions have 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.  If these conditions are met, the Company shall cause the issuance of such shares within ten (10) calendar days of the satisfaction of such conditions.

Medical Smart Care LLC

TheOn 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 Convertible Preferred Stock with a deemdeemed value of $0.25 pure share, or $250,000.  The shares are to be issued to the Medical Smart Care Equity-holder$250,000, in four equal installments as follows: (a) 250,000 shares were issued within 5 days of the closing date andClosing Date (b) 250,000 shares were issued on or before December 31, 2017.  These2017; (c) 250,000 shares were issued in November and December 2017 with the mutual consent of the parties. 250,000 Shares are to be issued on or before April 30, 2018; and 250,000 Sharesshares are to be issued on or before August 31, 2018. As of JanuaryJuly 31, 2018, we recorded $125,000 as an investment at cost for the installmentsCompany had issued 750,000 shares of 500,000 shares issued.its Series A Convertible Preferred Stock (with a deemed value of $187,500) in connection with the acquisition of Smart Care.

LEH Insurance Group LLC

TheOn 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”) by issuingin exchange for 500,000 shares of its Series A Convertible Preferred Stock with a deemdeemed value of $0.25 pureper share, or $125,000. AsUnder the terms of January 31, 2018, we recorded $125,000 as an investment at cost.  The 500,000 shares were issued to the LEHIG Equity-holder in November 2017.

The LEHIG Equity-HolderShare Exchange Agreement, the sellers shall be entitled to an additional Five Hundred Thousand (500,000) of500,000 shares of the Company’s restricted Series A Preferred Stock $0.0001 par value per share, when the following condition has been met: Priorprior to December 31, 2018, LEHIG has booked contracts representing insurance premiums of at least Five Hundred Thousand dollars ($500,000). If this condition is met,no less than $500,000. In addition, under the Company shall cause terms of the issuance of such shares within ten (10) calendar days ofStakeholder and Investment Agreement, the satisfaction of such conditions.

The LEHIG Equity-Holdersellers shall be entitled to a secondan additional Five Hundred Thousand (500,000) of500,000 shares of the Company’s restricted Series A Preferred Stock $0.0001 par value per share, when the following condition has been met: Priorprior to December 31, 2018, LEHIG has booked contracts representing insurance premiums of at least One Million dollars ($1,000,000).  If this condition is met,no less than $1,000,000. As of July 31, 2018, the Company shall causehad issued 500,000 shares of its Series A Convertible Preferred Stock (with a deemed value of $125,000) in connection with the issuanceacquisition of such shares within ten (10) calendar days of the satisfaction of such conditions.

LEHIG.

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NOTE 7 - ACCOUNTS PAYABLEACCRUED AND ACCRUED EXPENSESOTHER CURRENT LIABILITIES

Accounts payableAccrued and accrued expenses consistedother current liabilities consist of the following at Januaryas of July 31, 2018 and April 30, 2018: