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INVESTMENTS, ACQUISITIONS AND GOODWILL
9 Months Ended
Sep. 30, 2019
INVESTMENTS, ACQUISITIONS AND GOODWILL  
NOTE 3 - INVESTMENTS, ACQUISITIONS AND GOODWILL

Investments

 

The Company records its investments using the cost method. If cost exceeds fair value, an impairment loss is recognized unless the impairment is considered temporary.

 

The Company had total investments of $60,000 as of September 30, 2019 and December 31, 2018, respectively.

 

2019 Asset Acquisition – Direct Solar LLC/ AI Live Transfers LLC

 

On May 14, 2019, the Company, via the formation of SDS, completed the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC (the “Acquired Assets”). The Company owns Fifty One Percent (51%) of the membership interests of SDS. In connection with the acquisition of these assets the Company issued an aggregate of 156,058,751 shares of common stock. The Company agreed that it shall reinvest into SDS its portion of distributions of Net Cash Flow (as defined in the Operating Agreement of SDS), if any, up to Two Hundred and Fifty Thousand ($250,000) Dollars per quarter, up to a total of Seven Hundred and Fifty Thousand ($750,000) Dollars.  

 

The total value of common stock issued for the purchase of the Acquired Assets was $1,966,340 on the issuance date and was allocated to goodwill based on the workforce acquired. The total purchase price for the Acquired Assets was allocated as follows:

 

Goodwill

 

$

1,966,340

 

Current assets

 

-

 

Current liabilities

 

-

 

Total net assets acquired

 

$

1,966,340

 

The purchase price consists of the following:

 

Cash

 

-

 

Common Stock

 

1,966,340

 

Total purchase price

 

$

1,966,340

 

Total revenue of $951,430, net loss of $94,852, and contributed net loss of $48,375 after non-controlling interest related to SDS from the acquisition date of May 14, 2019 through September 30, 2019 is included in the Company’s accompanying condensed consolidated statement of operations.

 

Goodwill

 

The following table presents details of the Company’s goodwill as of September 30, 2018 and December 31, 2018:

 

 

Direct Solar/AI Live Assets

 

Balance at December 31, 2018:

 

-

 

Aggregate goodwill acquired

 

1,966,340

 

Impairment losses

 

-

 

Balance at September 30, 2019:

 

$

1,966,340

 

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, a goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units.

 

Proforma Information (unaudited)

 

SDS

 

The following unaudited pro forma information presents the consolidated results of the Company’s operations and the results of the acquisition of the Acquired Assets as if the May 14, 2019 acquisition had been consummated on January 1, 2019. Such unaudited pro forma information is based on historical unaudited financial information with respect to the Acquired Assets acquisition and does not include operational or other charges which might have been affected by the Company. The unaudited pro forma information for the nine months ended September 30, 2019 presented below is for illustrative purposes only and is not necessarily indicative of the results which would have been achieved or results which may be achieved in the future: 

 

 

Nine Months

Ended

September 30,

 

2019

 

Net revenue

 

$

2,924,672

 

Net loss

 

$

(8,216,037

)