| Schedule of Assets Acquired and Liabilities Assumed |
The
following table summarizes the fair value of consideration transferred and the preliminary allocation of the purchase price to the assets
acquired and liabilities assumed:
| Cash | |
$ | 2,000,000 | |
| Target cash balance delivered with the company | |
| 130,000 | |
| Working capital adjustment | |
| 69,148 | |
| Indemnification holdback | |
| 250,000 | |
| Earnout payable | |
| 555,000 | |
| Total consideration | |
$ | 3,004,148 | |
| | |
| | |
| Net assets (liabilities) acquired of the Company: | |
| | |
| Cash | |
$ | 179,239 | |
| Receivables, net | |
| 323,800 | |
| Inventory | |
| 43,890 | |
| Property and equipment | |
| 637,000 | |
| Intangible - customer relationships | |
| 252,000 | |
| Intangible – brand name | |
| 131,000 | |
| Intangible- backlog | |
| 127,000 | |
| Intangible- intellectual properties and certifications | |
| 487,000 | |
| Accounts payable and accrued liabilities | |
| (56,747 | ) |
| Lease liability | |
| (1,111,015 | ) |
| Total net assets (liabilities) | |
$ | 2,124,182 | |
| | |
| | |
| Goodwill | |
$ | 879,966 | |
| Cash paid at closing | |
$ | 4,575,000 | |
| Indemnification holdback | |
| 225,000 | |
| Net working capital adjustment | |
| 538,073 | |
| Total consideration | |
$ | 5,338,073 | |
| | |
| | |
| Net assets (liabilities) acquired of the Company: | |
| | |
| Cash | |
$ | 748,717 | |
| Receivables, net | |
| 470,681 | |
| Inventory | |
| 514,611 | |
| Prepaid expenses and deposits | |
| 6,360 | |
| Property and equipment | |
| 241,500 | |
| Intangible assets | |
| 2,434,159 | |
| Accounts payable and accrued liabilities | |
| (156,576 | ) |
| Notes payable assumed | |
| (99,116 | ) |
| Total net assets (liabilities) | |
$ | 4,160,336 | |
| | |
| | |
| Goodwill | |
$ | 1,177,737 | |
|