Annual report pursuant to Section 13 and 15(d)

Aquisitions

v3.23.1
Aquisitions
12 Months Ended
Dec. 31, 2022
Asset Acquisition [Abstract]  
AQUISITIONS
M. AquisitionS:

 

Wildman Acquisition

 

On August 24, 2020, the Company entered into an asset purchase agreement to acquire inventory, fixed assets, and a customer list from Wildman Business Group, LLC (WBG). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $2,937,222.

 

Fair Value of Identifiable Assets Acquired:      
Inventory   $ 649,433  
Property and Equipment     34,099  
Intangible - Customer List     2,253,690  
    $ 2,937,222  
         
Consideration Paid:        
Cash   $ 521,174  
Note Payable - Wildman     162,358  
Contingent Earn-Out Liability     2,253,690  
    $ 2,937,222  

 

G.A.P. Acquisition

 

On January 31, 2022, the Company closed on an asset purchase agreement to acquire inventory, working capital, and a customer list from G.A.P. Promotions LLC (G.A.P.). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $3,245,872.

 

Fair Value of Identifiable Assets Acquired:      
Inventory   $ 91,096  
Working Capital     879,486  
Intangible - Customer List     2,275,290  
    $ 3,245,872  
         
Consideration Paid:        
Cash   $ 1,510,872  
Restricted Stock     100,000  
Contingent Earn-Out Liability     1,635,000  
    $ 3,245,872  

 

Trend Acquisition

 

On August 31, 2022 the Company closed on an asset purchase agreement to acquire cash, accounts receivable, inventory, fixed assets, and a customer list from Trend Brand Solutions. In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $2,193,166.

 

Fair Value of Identifiable Assets Acquired:      
Cash   $ 63,624  
Accounts Receivable     346,822  
Inventory     108,445  
Fixed Assets     14,444  
Intangible - Customer List     1,659,831  
    $ 2,193,166  
         
Consideration Paid:        
Cash   $ 1,488  
Assumption of Liabilities     721,334  
Restricted Stock     100,000  
Contingent Earn-Out Liability     1,370,344  
    $ 2,193,166  

 

Premier Acquisition

 

On December 20, 2022, the Company closed on an asset purchase agreement to acquire cash, accounts receivable, and a customer list from Premier Business Services (Premier). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $1,390,533.

 

Fair Value of Identifiable Assets Acquired:      
Cash   $ 13,855  
Accounts Receivable     344,078  
Intangible - Customer List     1,032,600  
    $ 1,390,533  
         
Consideration Paid:        
Cash   $ 440,025  
Assumption of Liabilities     17,908  
Restricted Stock     25,000  
Contingent Earn-Out Liability     907,600  
    $ 1,390,533