Acquisition of Seller's Choice

12 Months Ended

Dec. 31, 2019

Merger Agreement [Abstract]

Acquisition of Seller’s Choice

Note 4 – Acquisition of Seller's Choice

On September 11, 2019, the Company entered into a Membership Interest Purchase Agreement (the "Seller's Choice Purchase Agreement") by and between the Company and Home Revolution, LLC, a Delaware limited liability company (the "Seller"). Pursuant to the Seller's Choice Purchase Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Seller's Choice Purchase Agreement (the "Seller's Choice Closing"), the Company acquired 100% of the membership interests of Seller's Choice. As a result of the transactions contemplated by the Seller's Choice Purchase Agreement, Seller's Choice became a wholly owned subsidiary of the Company (collectively, the "Seller's Choice Acquisition").

At the Seller's Choice Closing, the aggregate consideration (the "Consideration") paid to the Seller was as follows: (i) $340,000, in cash; (ii) 333,334 shares of the Company's common stock; and (iii) a secured promissory note in the principal amount of $660,000 (the "Seller's Choice Note"). In connection with the Seller's Choice Note, the Company, Seller, and Seller's Choice entered into a Security Agreement whereby the Seller's Choice Note is secured by the assets of Seller's Choice.

Following the closing of the transaction, Seller's Choice's financial statements as of the Closing were consolidated with the Consolidated Financial Statements of the Company. These amounts are provisional and may be adjusted during the measurement period.

Following the closing of the merger transaction the Company's investment in Seller's Choice consisted of the following:

	Shares		Amount
Consideration paid prior to Closing:
Cash paid			$	40,000
Total consideration paid		-	$	40,000
Consideration paid at Closing:
Cash paid			$	300,000
Common stock issued at closing (1)		333,334	$	1,166,669
Note payable due March 11, 2020				660,000
Total consideration to be paid			$	2,126,669
Total consideration			$	2,166,669

(1) The common stock issued at the closing of the Seller's Choice Acquisition had a closing price of $3.50 per share on the date of the transaction.

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

	Year Ended
	December 31, 2018
Revenues, net	$	705,537
Net loss attributable to common shareholders	$	(14,250,859	)
Net loss per share	$	(3.80	)
Weighted average number of shares outstanding		3,751,825

	Year Ended
	December 31, 2019
Revenues, net	$	1,121,521
Net loss attributable to common shareholders	$	(8,176,763	)
Net loss per share	$	(0.97	)
Weighted average number of shares outstanding		8,455,095

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods. 

The Company consolidated Seller's Choice as of the closing date of the Seller's Choice Acquisition, and the results of operations of the Company include that of Seller's Choice.