3.	ACQUISITIONS

On May 31, 2021, the Company completed the acquisition of Nova pursuant to the terms of a securities purchase agreement acquiring 100% of the common shares of NOVA. The sellers received a cash payment in the amount of $2,500,000 and were issued 894,834 shares of series J preferred stock with an aggregate stated value equal to $3,579,334. In addition, the Company agreed to pay to the sellers 818,750 additional shares of series J preferred stock with an aggregate stated value equal to $3,275,000 if, as of May 31, 2022, Nova’s trailing twelve months minimum pre-tax net income exceeded $1,979,320 (the “Milestone”). The Company finalized its purchase price accounting and allocation in 2022 and recorded purchase consideration of $6,100,000 associated with the cash consideration, the fair value of the series J preferred stock and the fair value of the contingent consideration.

On August 25, 2022, the parties entered into an addendum to the securities purchase agreement in which the parties recognized that an unanticipated series of events prevented alternative financing and equity funding during the initial year that impacted the Milestone outcome, and the parties acknowledged the significant gains and accomplishments during the initial year. Based upon those accomplishments and the performance of Nova during its initial year, the Company agreed to issue the supplemental payment of 818,750 additional shares of series J preferred stock.

The following table summarizes the consideration transferred to acquire NOVA and the amounts of identified assets acquired and liabilities assumed at the acquisition date:

Schedule of identified assets acquired and liabilities assumed
		Nova Ortho and Spine, PLLC
Cash		$	177,977
Accounts receivable			653,134
Property and equipment			92,064
Other assets			342,493
Goodwill			5,666,608
Liabilities			(852,942	)
Total		$	6,079,334

NOVA contributed revenue of $5,413,890 and earnings of $638,627 to the Company for the period from June 1, 2021 to December 31, 2021. The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2020.

Schedule of unaudited pro forma information
		Pro Forma Years Ended December 31,
		2021 (Unaudited)				2020 (Unaudited)
Revenue		$	13,875,924			$	10,877,821
Earnings		$	328,646			$	262,917

These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of NOVA.

In 2021, the Company paid legal fees of $24,127 and a consulting fee of $296,900 of acquisition-related costs. The legal and consulting fees are included in general and administrative expenses on the Company’s consolidated statement of operation for the year ended December 31, 2021 and are reflected as an adjustment in computing pro forma earnings for the year ended December 31, 2021 in the table above.