SHARING SERVICES, INC. (OTCMKTS:SHRV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

Please see the disclosures set forth under Item 2.01 herein below.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 29, 2017, Sharing Services, Inc., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Agreement”) with Four Oceans Holdings, Inc., a Nevada corporation (“FOH”). On September 29, 2017, there was a Closing of the transaction (the “Closing Date”). to the terms of the Agreement, the Company acquired all of the shares of capital stock of FOH 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 Date, FOH will operate as a wholly-owned subsidiary of the Company.

The amount of the consideration given for the acquisition of the shares of capital stock of FOH was determined to arm’s length negotiations between the parties. The summary of the Agreement set forth above does not purport to be a complete statement of the terms of the Agreement. The summary is qualified in its entirety by reference to the full text of the Agreement which is being filed with this Current Report on Form 8-K (this “Report”) as Exhibit 2.1 and incorporated herein by reference.

Item 3.02 Unregistered sales of equity Securities.

In connection with the closing of the Agreement, described in Item 2.01 above, the Company issued Seventy-five Million (75,000,000) restricted shares of its Series A Preferred Stock, par value $0.0001 per share, to the Equity-Holders of FOH. Each of the Equity Holders has represented that it was acquiring the respective shares of Series A Preferred Stock for investment and not with a view toward resale or public distribution of such shares, and acknowledged that the shares of Series A Preferred Stock had not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that they constituted “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act. The certificates representing such shares of Series A Preferred Stock will bear a restrictive legend. The issuance of securities to the Equity-Holders was conducted in reliance on Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(a)

Financial statements of business acquired. The financial statements required to be filed to this Item will be filed by amendment no later than 71 calendar days after the date on which this Report is required to be filed.

(b)

Pro forma financial information. The pro forma financial information that is required to be filed to this Item will be filed by amendment no later than 71 calendar days after the date on which this Report is required to be filed.

(c)

Shell company transactions. Not applicable.

(d)

Exhibits

Exhibit Number

Description

Location

2.1

Share Exchange Agreement dated September 29, 2017

Provided herewith

by and between Sharing Services, Inc., Four Oceans

Holdings, Inc., and the Equity-Holders of Four Oceans

Holdings, Inc.

Sharing Services, Inc. Exhibit
EX-2.1 2 ex2_1apg.htm EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT By and Among SHARING SERVICES,…
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About SHARING SERVICES, INC. (OTCMKTS:SHRV)

Sharing Services Inc, located in Khon Kaen, Thailand, is focused to market and sell the company’s taxi sharing service via a developed website. The company was incorporated on April 24, 2015.