ACQUISITION OF RECOUP TECHNOLOGIES, INC. (Tables)

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

SCHEDULE OF BUSINESS ACQUISITION

Type of Consideration		Number of Shares		Fair Value
Cash				$	150,000
Issuance of common stock	a.		15,686,926	$	1,592,318
Issuance of series – B preferred stock	b.		1,250,000	$	12,688,256
Liabilities assumed:
Michaelson Capital Senior Note	c.			$	3,017,090
Accounts Payable and accrued expenses				$	612,213
Contract liabilities				$	311,544
Total consideration				$	18,371,421

a.	This transaction was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended
b.	This transaction was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended
c.	Please see Note 12 – Notes Payable

SCHEDULE OF ALLOCATION OF PURCHASE PRICE IN CONNECTION WITH ACQUISITION OF RECOUP

The allocation of the purchase price in connection with the acquisition of Recoup was calculated as follows:

Description	Fair Value		Weighted Average Useful Life (Years)
Fixed assets – truck	$	1,196	7
Inventory		379,718
Intellectual property		10,333,144	10
Tradenames		285,863	10
Noncompete agreement		78,615	5
Goodwill		7,292,885	Indefinite
	$	18,371,421

SCHEDULE OF PRO FORMA INFORMATION FOR BUSINESS ACQUISITION

	March 31,			December 31,
	2023			2022
Revenue	$	64,611		$	1,298,611
Net Income (Loss)	$	(40,105	)	$	(1,514,247	)
Earnings (Loss) per common share, basic	$	(0.00	)	$	(0.36	)
Earnings (Loss) per common share, diluted	$	(0.00	)	$	(0.36	)
Weighted average common shares outstanding – basic and diluted		30,060,136			4,173,008