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4. Acquisitions (Tables)
12 Months Ended
Jun. 30, 2012
Acquisitions Tables  
TIPPT Purchase Price Allocation
Cash    $ 2,000  
Forgiveness Promissory Note   250  
Fair Value of Common Stock Warrant    2,378  
Total Purchase Price   $ 4,628  

 

The purchase price had been allocated to the assets acquired (identifiable intangible assets) as of the closing date of December 23, 2011 based on their estimated fair values.

 

The fair value of assets acquired of TIPPT  at the date of acquisition were as follows;

 

Assets acquired:

 

Intellectual Property Contracts   $ 4,628  
Loyalize Purchase Price Allocation

 

The total purchase price is composed of the following:

 

Cash   $ 3,185  
Fair Value of Common Stock     1,719  
Fair Value of Common Stock Guarantee     120  
Total Initial Purchase Price   $ 5,024  

 

Details of the fair values of assets acquired and liabilities assumed from Trusted Opinion are as follows:

 

Assets acquired:

 

Other Receivable   $ 92  
Equipment     33  
Intellectual Property     80  
Capitalized Software     2,350  
Goodwill     2,953  
      5,508  

 

The goodwill recorded in the transaction is deductible for tax purposes.

 

Less liabilities assumed:

 

Deferred Revenue     (484 )
         
Net assets acquired   $ 5,024  

 

As of June, 30, 2012, the fair value of the intangibles is $80 and the goodwill is $2,953.

 

The following table presents the unaudited pro forma results of the Company for the year ended June 30, 2012 and June 30 2011 as if the Trusted Opinion acquisition occurred on July 1, 2010. These results are not intended to reflect the actual operations of the Company had the acquisition occurred on July 1, 2010.

 

    Years ended June 30
    2012   2011
Revenue   $ 1,740     $ 102  
Operating (Loss)     (98,186 )     (22,812 )
Loss Per Share (basic and diluted)     (1.34 )     (0.45 )