Acquisitions (Tables)

9 Months Ended

Sep. 30, 2022

Business Acquisition [Line Items]

Schedule of Assets Acquired

The following represents the assets acquired in this acquisition:

Customer relationships (contracts) (a)	$	2,400,000
Net assets acquired	$	2,400,000

The consideration paid for the acquisition of The Albers Group assets was as follows:

Common stock	$	1,925,000
Contingent consideration represented by obligation to issue shares (a)		275,000
Cash (included in amounts due to seller as of December 31, 2021) (b)		200,000
	$	2,400,000

(a) It was determined that on March 31, 2022, that the requirements under section 1.5(b) of the acquisition agreement had not been achieved, and as a result the contingent consideration to issue the additional 68,750 common shares valued at $275,000 would not be issued. The Company adjusted the customer relationships by the $275,000 down to $2,125,000.

(b) As of September 30, 2022, $160,000 was paid to the seller and the balance owed as of September 30, 2022 is $40,000.

Schedule of Business Acquisition, Pro Forma Information

These unaudited pro forma results of operations are based on the historical financial statements of each of the companies.

For the nine months ended September 30, 2022
Revenues	$	33,685,580
Net loss	$	(7,843,711	)
Net loss per share - basic	$	(0.33	)
For the nine months ended September 30, 2021
Revenues	$	20,333,508
Net loss	$	(127,660	)
Net loss per share - basic	$	(0.00	)

MFSI [Member]

Business Acquisition [Line Items]

Schedule of Assets and Liabilities Acquired

The following represents the assets and liabilities acquired in this acquisition:

Cash	$	93,240
Accounts receivable		33,540
Unbilled receivable		45,316
Other assets		329,509
Right of use asset – operating lease		14,862
Customer relationships		348,000
Non-compete agreement		4,000
Goodwill		685,072
Deferred tax liability		(97,419	)
Line of credit		(12,249	)
Lease liability – operating lease		(13,862	)
Accounts payable and accrued expenses		(47,572	)
Net assets acquired	$	1,382,437

The consideration paid for the acquisition of MFSI was as follows:

Common stock $ 1,382,437

Merrison [Member]

Business Acquisition [Line Items]

Schedule of Assets and Liabilities Acquired

The following represents the assets and liabilities acquired in this acquisition:

Cash	$	183,588
Accounts receivable and unbilled receivables		391,049
Customer relationships		322,000
Non-compete agreements		7,000
Trademarks		164,000
Backlog		115,000
Goodwill		780,730
Deferred tax liability		(243,730	)
Accounts payable and accrued expenses		(102,354	)
Net assets acquired	$	1,617,283

The consideration paid for the acquisition of Merrison was as follows:

Common stock	$	1,595,000
Cash		22,283
	$	1,617,283

SSI [Member]

Business Acquisition [Line Items]

Schedule of Assets and Liabilities Acquired

The following represents the assets and liabilities acquired in this acquisition:

Cash	$	998,935
Accounts receivable and unbilled receivables		2,222,004
Prepaid expenses		147,600
Other asset		6,750
Furniture and equipment		148,931
Right of use asset – operating lease		169,063
Customer relationships		3,102,000
Non-compete agreements		65,000
Trademarks		367,000
Backlog		50,000
Goodwill		8,461,150
Deferred tax liability		(880,150	)
Lease liability – operating lease		(167,333	)
Contract liability		(226,591	)
Accounts payable and accrued expenses		(1,134,509	)
Net assets acquired	$	13,329,850

Total consideration for the acquisition of SSI was as follows:

Common stock	$	7,872,850
Seller note		400,000
Cash		800,000
Contingent earnout		257,000
Lender financing		4,000,000
	$	13,329,850

Lexington Solutions Group [Member]

Business Acquisition [Line Items]

Schedule of Assets and Liabilities Acquired

The following represents the assets and liabilities acquired in this acquisition:

Receivable from Seller	$	413,609
Due from Employee/Travel Advance		5,000
Miscellaneous license		2,394
Customer relationships		785,000
Non-compete agreements		10,000
Backlog		489,000
Goodwill		1,471,000
Net assets acquired	$	3,176,003

The consideration paid for the acquisition of LSG was as follows:

Common stock (600,000 shares issued May 4, 2022)	$	2,280,000
Holdback shares (25,000 shares due six months after the closing date) (in obligation to issue common stock)		95,000
Cash		250,000
Due to seller (cash)		551,003
	$	3,176,003