On September 4, 2019, Galaxy entered into a stock purchase agreement with Concepts and Solutions. Under the terms of the stock purchase agreement, 100% of the outstanding capital for both Concepts and Solutions was purchased by Galaxy.

Concurrent with this acquisition, the Company applied pushdown accounting; therefore, the consolidated financial statements after completion of the acquisition include the assets, liabilities, and results of operations of the combined Company from and after the closing date.

As part of the stock purchase agreement, Galaxy issued 1,350,000 common shares to the seller with a value of $1,485,000. In addition to the issuance of common shares, the Company entered into three promissory notes with the seller for a total note payable of $3,000,000. Payments under the notes are subject to adjustment based on the achievement of minimum gross revenues and successful resolution of certain pre-acquisition payroll withholding tax issues of Concepts and Solutions. The Company believes future earnings goals will not be met and valued the note payable at $1,484,473, which includes $584,473 of accrued pre-acquisition withholding tax liabilities. The balance of the note payable is $1,073,467 at December 31, 2019.

The following table summarizes the preliminary allocation of the fair value of the assets and liabilities as of the acquisition date through pushdown accounting. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as the Company finalizes fair value estimates.


Assets
	Cash	$ 201,161
	Accounts receivable	1,165,953
	Inventory	94,360
	Property and equipment	20,904
	Other assets	2,800
	Goodwill and other intangibles	3,760,287

	Total Assets	5,245,465

Liabilities
	Accounts payable	1,225,734
	Accrued expenses	783,540
	Short-term debt	96,941
	Deferred revenue	518,900

	Total Liabilities	2,625,115

	Net Assets	$ 2,620,350

Consideration
	Fair value of anti-dilution clause in employment agreement (Note 11)	$ 235,350
	Note payable to seller	900,000
	Stock	1,485,000
		$ 2,620,350

As a result of the Company pushing down the effects of the acquisition, certain accounting adjustments are reflected in the consolidated financial statements, such as goodwill and other intangible assets recognized of $3,760,287 and reflected in the balance sheet as of December 31, 2019. Goodwill and other intangible assets recognized are primarily attributable to the amount of the consideration in excess of the fair value of Concepts and Solutions at the date of purchase.