| Schedule of Fair Value of Assets Acquired and Liabilities Assumed |
The
following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable
intangible assets, and assumed liabilities of CardCash on the date of acquisition:
Schedule
of Fair Value of Assets Acquired and Liabilities Assumed
| | |
Fair Value | |
| | |
| |
| Fair value of consideration: | |
| | |
| Cash | |
$ | 750,000 | |
| Notes payable (see Note 10) | |
| 1,500,000 | |
| Common stock (6,108,007 shares of common stock at $4.00 per share) | |
| 24,432,000 | |
| Total purchase price | |
$ | 26,682,000 | |
| | |
| | |
| Allocation of the consideration to the fair value of assets acquired and liabilities assumed: | |
| | |
| | |
| | |
| Cash | |
$ | 2,061,265 | |
| Accounts receivable | |
| 1,582,635 | |
| Inventories | |
| 4,152,273 | |
| Prepaids, deposits, and other | |
| 220,385 | |
| Property and equipment, net | |
| 2,563,312 | |
| Accounts payable and accrued liabilities | |
| (2,068,154 | ) |
| Line of credit | |
| (6,737,385 | ) |
| Deferred tax liability | |
| (1,800,000 | ) |
| Net tangible assets | |
| (25,669 | ) |
| | |
| | |
| Intangible assets: | |
| | |
| Developed technology | |
| 2,600,000 | |
| Trade name | |
| 2,400,000 | |
| Customer relationships | |
| 1,700,000 | |
| Net identifiable intangible assets | |
| 6,700,000 | |
| Goodwill | |
| 20,007,669 | |
| Fair value of net asset acquired | |
$ | 26,682,000 | |
|
| Schedule of Fair Value of Assets Acquired and Liabilities Assumed |
The
following table summarizes the provisional allocation of the fair value of the purchase consideration to the fair value of tangible
assets, identifiable intangible assets, and assumed liabilities of Takeout7 on the date of acquisition:
Schedule
of Fair Value of Assets Acquired and Liabilities Assumed
| | |
Fair Value (provisional) | |
| | |
| |
| Fair value of consideration: | |
| | |
| Common stock (350,000 shares of common stock at $1.74 per share) | |
$ | 609,000 | |
| Total purchase price | |
$ | 609,000 | |
| | |
| | |
| Provisional allocation of the consideration to the fair value of assets acquired and
liabilities assumed: | |
| | |
| | |
| | |
| Cash | |
$ | 109,543 | |
| Accounts receivable | |
| 37,499 | |
| Deposits | |
| 2,633 | |
| Accounts payable and accrued liabilities | |
| (13,840 | ) |
| Net tangible assets | |
| 135,835 | |
| | |
| | |
| Intangible assets: | |
| | |
| Developed technology (provisional) | |
| 236,582 | |
| Customer relationships (provisional) | |
| 236,583 | |
| Intangible assets (provisional) | |
| 473,165 | |
| Goodwill | |
| - | |
| Fair value of net asset acquired | |
$ | 473,165 | |
|