NOTE 20. Acquisition of OneClick

Effective October 1, 2017, the Cooltech acquired all of the outstanding membership interests of OneClick International, LLC and OneClick License, LLC (collectively, “OneClick”) (the “OneClick Acquisitions”). OneClick is a consumer electronics retailer, specializing in commercializing Apple products and compatible brand accessories and providing professional technical support to Apple retail customers. Pursuant to non-exclusive authorized reseller, distributor and service provider agreements with Apple, Inc., OneClick is authorized to purchase, resell and service certain authorized Apple products to other Apple-authorized resellers, end-users and other purchasers not purchasing such products for resale within the United States and Argentina.

In the acquisition of OneClick International, the Company issued promissory notes in the aggregate face amount of $2,996,000 ($2,812,000 net of debt discount) and assumed liabilities of $11,963,000. A preliminary purchase price allocation of the net assets acquired in the transaction is as follows (in thousands):

Cash	$	1,072
Accounts receivable and due from related parties		6,358
Inventory		1,648
Fixed assets		321
Intangibles		866
Goodwill		4,510
Accounts payable and due to related parties		(6,530	)
Notes payable		(5,433	)
Total	$	2,812

In the acquisition of OneClick License, the Company issued promissory notes in the aggregate face amount of $562,000 ($526,000 net of debt discount) and cancelled liabilities of the members to the Company in the aggregate amount of $796,000. A preliminary purchase price allocation of the net assets acquired in the transaction is as follows (in thousands):

Cash	$	45
Accounts receivable		277
Inventory		275
Fixed assets		44
Intangibles		330
Goodwill		1,425
Other assets		483
Accounts payable		(756	)
Notes payable		(798	)
Other liabilities		(3	)
Total	$	1,322