Acquisition of Singular Payments, LLC.

On September 1, 2017, the Company entered into a membership interest purchase agreement with Singular Payments, LLC (“Singular”), a Florida limited liability company in the business of credit card processing, pursuant to which the Company agreed to purchase all of the membership interest in Singular Payments, LLC. The aggregate purchase price was $5,000,000 and consisted of a cash payment of $1,500,000 at closing, minus the balance on the outstanding note receivable of $600,000 and subject to adjustment based on net working capital, and $3,500,000 in shares of common stock, or 1,515,152 shares of the Company's common stock, $0.001 par value per share, valued at $2.31 per share. Such shares are unregistered and subject to a lock-up agreement of 24 months.

The final number of shares issued, and the related value per each such share, was determined using the volume-weighted average daily closing price for the shares of common stock for the 5 business days immediately preceding September 1, 2017, or $2.31.

The purchase price was allocated to the net assets acquired based upon their estimated fair values as follows:



	Estimated Fair		Estimated Useful
	Value		Life

Customer list	$	5,000,000	5 Years
Total	$	5,000,000

The 2017 consolidated statement of operations includes 4 months of Singular operations, which is approximately $3.7 million of revenue and $0.6 million of operating loss.

Unaudited Pro Forma Information

The Company estimates that the revenues and net income for the periods below that would have been reported if the Singular acquisition would have taken place on the first day of the Company's 2016 calendar year would be as follows:



	2017			2016
Revenues	$	22,079,244		$	23,000,000
Gross Profit	4,521,507			5,146,325
Net (Loss)	(3,804,700		)	(2,568,074		)
Income per share:
Basic	$	(0.37	)	$	(0.27	)
Diluted	$	(0.37	)	$	(0.27	)

Amounts set forth above are not necessarily indicative of the results that would have been obtained had the Singular acquisition had taken place on the first day of the Company's 2016 calendar year or of the results that may be achieved by the combined enterprise in the future.