5. Business Combination

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Business Combination

NOTE – 5      BUSINESS COMBINATION

On July 19, 2019, the Company acquired 51% controlling interest in Hong Kong Healthtech Limited, a private limited company organized under the laws of Hong Kong (“HKHL”), and a start-up education company, for 6,232,951 shares of its common stock, at a price of $8.99 per share, based on the fair value of $109,871,037.

The purchase price allocation resulted in $16,471,161 of goodwill, as below:

Acquired assets:
Prepayments	$	940
Less: Assumed liabilities
Accruals		(1,062	)
Net assets acquired		(122	)
Intangible assets – licensing agreement		93,400,000
Goodwill allocated		16,471,161
Less: noncontrolling interest		(53,836,809	)
Share issued for acquisition	$	56,034,230

The Company’s acquisitions of HKHL were accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.

The licensing agreement related to the right of use to exploit all intellectual properties from HKHL and its related affiliates, including registered patents, copyrights, software trade secrets, trademarks, service marks, proprietary information for its business purpose.

The impairment test of this goodwill will be reviewed in the next fiscal quarter.