On March 25, 2021 the Company acquired two companies, Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. (“SarahCare”), an adult day care center franchisor and provider. The combined purchase price was $3,718,833. The purchase price was paid as follows: (i) $2,000,110 was paid in cash, (ii) the Company assumed $393,885 in debt due to sellers, and (iii) the remaining is payable through a royalty fee liability due in the amount of $1,500,000.

Consideration
Cash	$	2,000,110
Legal fees		(175,162	)
Notes payable due to sellers		393,885
Royalty fee liability		1,500,000
Total consideration	$	3,718,833

Fair value of net identifiable assets (liabilities) acquired
Cash	$	412,276
Accounts receivable		84,674
Deposits and prepaid expenses		15,139
Notes receivable		110,510
Property, plant and equipment		335,426
Right of asset		796,771
Total fair value of net identifiable assets	$	1,754,796

Accounts payable and accrued expenses		625,462
Notes payable, current, net of debt discount		454,524
PPP Loan		439,160
Lease Liability		796,771
Total fair value of net identifiable liabilities	$	2,315,917

Fair value of net identifiable assets (liabilities) acquired	$	(561,121	)

Goodwill	$	4,279,954

The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The initial accounting for the business combination is not completed and the fair value of the acquired identifiable intangible assets are provisional pending receipt of the final valuations for those assets.

The Company performed a test to determine if goodwill should be impaired. The test determined that the fair value of the reporting units was less than its carrying value. As such the Company recorded a loss on impairment of goodwill in the amount of $806,690.

Pro Forma Disclosures

The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. for the years ended June 30, 2021 and 2020, respectively, as if each of these business combinations had occurred as of July 1, 2019. The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to each of these acquisitions and the related equity issuances as if each had occurred on July 1, 2019. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations. The following table summarizes on an unaudited pro forma basis the Company’s results of operations for the years ended June 30, 2021 and 2020:

	2021			2020
Net revenue	$	677,997		$	1,185,577
Net loss	$	(3,513,187	)	$	(1,192,442	)
Net loss per share- basic and diluted	$	(0.60	)	$	(0.00	)
Weighted average number of shares of common
stock outstanding- basic and diluted		2,117,130			2,992,222

The calculations of pro forma net revenue and pro forma net loss give effect to the business combinations for the period from January 1, 2017 until the respective closing dates for (i) the historical net revenue and net income (loss), as applicable, of the acquired businesses, (ii) incremental depreciation and amortization for each business combination based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives, and (iii) recognition of accretion of discounts on obligations with extended payment terms that were assumed in the business combinations.