| SCHEDULE OF PURCHASE PRICE ALLOCATION |
The
following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date:
SCHEDULE
OF PURCHASE PRICE ALLOCATION
| | |
July
18, 2024 | |
| Purchase
Consideration | |
| | |
| Cash consideration
paid | |
$ | 5,475,000 | |
| Promissory
note | |
| 1,568,000 | |
| Total Purchase Consideration | |
$ | 7,043,000 | |
| | |
| | |
| Purchase price allocation | |
| | |
| Inventory | |
$ | 2,400,000 | |
| Property, plant, and equipment | |
| 127,000 | |
| Intangible assets | |
| 2,304,000 | |
| Goodwill | |
| 2,212,000 | |
| Net
assets acquired | |
$ | 7,043,000 | |
| | |
| | |
| Finite-lived
intangible assets | |
| | |
| Trade Names (13 years) | |
$ | 1,584,000 | |
| Non-Compete
Agreement (5 years) | |
| 720,000 | |
| Total
intangible assets | |
$ | 2,304,000 | |
|
The
following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date:
SCHEDULE
OF PURCHASE PRICE ALLOCATION
| | |
October 1,
2023 | |
| Purchase Consideration | |
| | |
| Cash consideration paid | |
$ | 750,000 | |
| Promissory note | |
| 718,000 | |
| Total Purchase Consideration | |
$ | 1,468,000 | |
| | |
| | |
| Purchase price allocation | |
| | |
| Inventory | |
$ | 851,000 | |
| Property, plant, and equipment | |
| | |
| Intangible assets | |
| 291,000 | |
| Right of use asset - Operating lease | |
| 1,325,000 | |
| Other liabilities | |
| (31,000 | ) |
| Operating lease liability | |
| (1,325,000 | ) |
| Goodwill | |
| 357,000 | |
| Net assets acquired | |
$ | 1,468,000 | |
| | |
| | |
| Finite-lived intangible assets | |
| | |
| Trade Names (8 years) | |
$ | 291,000 | |
| Total intangible assets | |
$ | 291,000 | |
The
following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date:
| | |
July 18,
2024 | |
| Purchase Consideration | |
| | |
| Cash consideration paid | |
$ | 5,475,000 | |
| Promissory note | |
| 1,568,000 | |
| Total Purchase Consideration | |
$ | 7,043,000 | |
| | |
| | |
| Purchase price allocation | |
| | |
| Inventory | |
$ | 2,400,000 | |
| Property, plant, and equipment | |
| 127,000 | |
| Intangible assets | |
| 2,304,000 | |
| Goodwill | |
| 2,212,000 | |
| Net assets acquired | |
$ | 7,043,000 | |
| | |
| | |
| Finite-lived intangible assets | |
| | |
| Trade Names (13 years) | |
$ | 1,584,000 | |
| Non-Compete Agreement (5 years) | |
| 720,000 | |
| Total intangible assets | |
$ | 2,304,000 | |
|
| SCHEDULE OF UNAUDITED PROFORMA INFORMATION |
The
following unaudited pro forma summary presents consolidated information of the Company, including GreenAcres Market, as if the business
combinations had occurred on January 1, 2024, the earliest period presented herein:
SCHEDULE
OF UNAUDITED PROFORMA INFORMATION
| | |
| | |
| | |
Three
Months Ended March 31, 2024 | |
| Sales | |
$ | 19,842,795 | |
| Net loss | |
$ | (724,174 | ) |
|
The
following unaudited pro forma summary presents consolidated information of the Company, including Ellwood Thompson’s and GreenAcres
Market, as if the business combinations had occurred on January 1, 2023, the earliest period presented herein:
SCHEDULE
OF UNAUDITED PROFORMA INFORMATION
| | |
| | |
| |
| | |
December 31, | |
| | |
2024 | | |
2023 | |
| Sales | |
$ | 77,762,430 | | |
$ | 80,173,326 | |
| Net loss | |
| (4,791,021 | ) | |
| (11,401,315 | ) |
|