November 23, 2018
John Thatch
Chief Executive Officer
Sharing Services, Inc.
1700 Coit Road, Suite 100
Plano, Texas 75075
Re: Sharing Services, Inc.
Registration Statement on Form 10
Filed October 29, 2018
File No. 000-55997
Dear Mr. Thatch:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Registration Statement on Form 10
General
1. Please provide information and an analysis under Section 3 of the
Investment Company
Act of 1940 (the "Company Act") with respect to whether the Company is an
investment
company. In particular, please identify and explain (including a detailed
calculation on an
unconsolidated basis) what assets held by the Company are `investment
securities' for the
purposes of Section 3 of the Company Act, as well as identifying the
percentage of the
value of the Company's total assets that are `investment securities.'
Please note that we
may refer your response to the Division of Investment Management for
further review.
2. Please provide further information regarding the interests you hold in
your recent
acquisitions, including the current ownership percentage, any potential
or planned
increases in ownership, and your analysis as to whether interests in any
of those
acquisitions subject you to the Company Act.
John Thatch
FirstName LastNameJohn Thatch
Sharing Services, Inc.
Comapany 23, 2018
November NameSharing Services, Inc.
November 23, 2018 Page 2
Page 2
FirstName LastName
3. We note that in your disclosure you stated that you "intend to
continue to make strategic
acquisitions of and purchases of equity interests in businesses that
complement [your]
business competencies and growth strategy." Please provide us with a
detailed analysis as
to whether these acquisitions will subject you to the Company Act.
212 Technologies, page 2
4. Please describe the intellectual property rights referenced in this
section.
Business Segments, Geographic Area Information and Seasonality, page 4
5. We note the references to disclosure in your 10-K in this section and
elsewhere in your
filing, including in your Managements Discussion and Analysis section.
If you elect to
incorporate disclosure by reference into this filing please revise to
comply with the
requirements of Securities Exchange Act rule 12b-23(b).
Compensation Plan, page 7
6. Please expand your disclosure in this section to describe clearly the
range and
circumstances of compensation commissions and bonuses payable to your
Elepreneurs
and the several ways Elepreneurs are compensated referenced in the
last sentence. We
may have further comment. In addition, please file the Elepreneurs
Agreement and any
other agreements regarding the contractual relationship between the
company and the
Elepreneurs and the compensation of the Elepreneurs as exhibits.
Regulation of Personal Care and Nutritional Food Products, page 8
7. We note your disclosure that your products are regulated by the U.S.
Food and Drug
Administration. Please clarify how your products are regulated by the
FDA including
whether any approvals by the FDA are required before marketing or
selling your
products. If such approvals are required please clarify their status.
Strategic Partnerships, page 8
8. Please identify your principal suppliers as required by Item
101(h)(4)(v) of Regulation S-
K.
Debt, page 16
9. Please revise to disclose the material terms of the various
convertible debt transactions
listed in the table on page 35, including the duration, interest rate,
and terms governing the
conversion of this debt.
Security Ownership of Certain Beneficial Owners and Management, page 17
10. We note the disclosure on page 11 that the convertible preferred stock
have voting rights
equal to or senior to the voting rights of the common stock. Please
clarify the voting
John Thatch
FirstName LastNameJohn Thatch
Sharing Services, Inc.
Comapany 23, 2018
November NameSharing Services, Inc.
November 23, 2018 Page 3
Page 3
FirstName LastName
rights of the various classes of securities and disclose the
conversion features of the
preferred stock. In addition, please revise the beneficial ownership
table to clearly reflect
the percent of ownership of the voting class, in light of the
preferred stock conversion
feature. Lastly, please disclose the control person(s) for each entity
in the table.
Summary Compensation Table, page 20
11. Please reconcile the amounts disclosed in the table with the amounts
in the narrative
following the table. For example, it is unclear how John Thatch
received a salary of
$80,000 for the fiscal year ended April 30, 2018 if he was being paid
$20,000 a month and
his compensation started in March 2018. Similarly, it is unclear how
the total for Frank
Walters salary was determined. Also, reconcile the Director
Compensation table with the
footnote. We also note that the warrants and/or options issued to
Messrs. Thatch and
Walters are not included in the summary compensation table. Lastly,
please discuss the
nature of the all other compensation included in the table.
Certain Relationships and Related Transactions , page 22
12. Please reconcile the $18,750,000 dividend to related parties for the
acquisition of Four
Oceans with the 20,000,000 shares of Series A Preferred Stock issued
to Bear Bull as
discussed in Note 11 to the quarterly financial statements on page 37.
Market Price of the Registrant's Common Equity, page 22
13. Please revise the references to the Nasdaq Stock Market here and
elsewhere in your filing
to reflect that your shares are quoted on the OTCQB or advise. Also,
clarify the
references to inception throughout your filing as this does not appear
to be the date the
company was established.
Recent Sales of Unregsitered Securities, page 24
14. Please state the facts relied upon to make the exemption available for
the issuances of
your Series C Convertible Preferred securities. Also, revise to
address the common stock
issuances disclosed on page 15. Refer to Item 701(d) of Regulation
S-K.
Item 13. Financial Statements and Supplementary Data, page 26
15. Please provide your audited financial statements as of April 30, 2018
and for the period
from May 5, 2017 (date of inception) to April 30, 2018. In addition,
please provide
relevant management's discussion and analysis of financial condition
and results of
operations as required by Item 303 of Regulation S-K. If you elect to
incorporate by
reference, please revise to comply with the requirements of Securities
Exchange Act Rule
12b-23(b).
16. Please provide condensed statements of changes in stockholders' equity
and
noncontrolling interest for the current and comparative year-to-date
periods with subtotals
John Thatch
Sharing Services, Inc.
November 23, 2018
Page 4
for each interim period. Please refer to Rule 8-03(a)(5) of Regulation
S-X.
Note 2 - Summary of Significant Accounting Policies, page 30
17. We note from your disclosure that you earn revenue from the sale of
products and from
subscription based services. In addition, it appears from your
disclosure on page 5 that
you have a 30 day money back guarantee and a potential restocking fee.
Please provide
the disclosures required under ASC 606-10-50.
18. We note from your disclosure in Note 15 of your Form 10-K filed on
July 30, 2018 that
you have two reportable segments, health and wellness products and
other. Please provide
the disclosures required under ASC 280-10-50-32.
Note 6 - Investments in Unconsolidated Entities, page 33
19. We note that you have investments in several entities that range in
ownership percentages
from 24% to 40%. Please provide the disclosures required under ASC
323-10-50.
Note 13 - Commitments and Contengencies
Acquisition-related Commitments, page 38
20. Your disclosure here states you provided cash advances to Hyten in the
amount of
$540,000. This does not appear to be consistent with your disclosure
on page 15 which
states you provided cash advances of $655,789. Please clarify or
revise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Steve Lo at 202-551-3394 or Angela Lumley at
202-551-3398 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Pamela Howell, Special Counsel at
202-551-3357 with
any other questions.
Sincerely,
FirstName LastNameJohn Thatch
Division of
Corporation Finance
Comapany NameSharing Services, Inc.
Office of
Beverages, Apparel and
November 23, 2018 Page 4 Mining
FirstName LastName