Annual report pursuant to Section 13 and 15(d)

Asset Purchase Agreement (Tables)

v3.20.1
Asset Purchase Agreement (Tables)
12 Months Ended
Dec. 31, 2019
Schedule of Merger Transaction Investment

Following the closing of the merger transaction the Company’s investment in TW consisted of the following:

 

    Shares     Amount  
Consideration paid prior to Closing:                
Cash paid           $ 500,000  
Common stock issued     12,000,000       1,200,000  
Total consideration paid     12,000,000     $ 1,700,000  
Consideration paid at Closing:                
Common stock to be issued at closing (1)     152,555,416     $ 60,683,006  
Series A Preferred Stock to be issued at closing     3,000,000       120,000  
Note payable due December 31, 2018             3,000,000  
Total consideration to be paid           $ 63,803,006  
                 
Total consideration           $ 65,503,006  

 

  (1) The common shares issued at closing of the merger transaction had a closing price of approximately $0.40 per share on the date of the transaction.

Schedule of Unaudited Pro-forma Combined Results of Operations

The following presents the unaudited pro-forma combined results of operations of the Company with the TW Business as if the entities were combined on January 1, 2018.

 

    Year Ended  
    December 31, 2018  
Revenues, net   $ 15,684,032  
Net loss   $ (1,541,078 )
Net loss per share   $ (0.02 )
Weighted average number of shares outstanding     81,566,892  

ECS Business [Member]  
Schedule of Merger Transaction Investment

Following the closing of the merger transaction, the Company’s investment in ECS consisted of the following:

 

Purchase Price      
Convertible note   $ 4,000,000  
Common stock     1,000,000  
Total purchase price   $ 5,000,000  
         
Allocation of purchase price        
Cash   $ 210,348  
Equipment     63,289  
Intangibles     4,903,876  
Accounts payable and accrued expenses     (177,513 )
Total allocation of purchase price   $ 5,000,000  

 

 

  (1) The 3,333,333 restricted shares of the Company’s Common Stock issued at closing of the merger transaction had a closing price of approximately $0.30 per share on the date of the transaction.

Schedule of Unaudited Pro-forma Combined Results of Operations

The following presents the unaudited pro-forma combined results of operations of the Company with the ECS Business as if the entities were combined on January 1, 2018.

 

    Year Ended  
    December 31, 2019  
Revenues, net   $ 59,064,637  
Net loss   $ (8,902,134 )
Net loss per share   $ (0.09 )
Weighted average number of shares outstanding     96,186,742  

 

    Year Ended  
    December 31, 2018  
Revenues, net   $ 64,260,116  
Net loss   $ (1,069,810 )
Net loss per share   $ (0.01 )
Weighted average number of shares outstanding     81,566,892