17. ACQUISITION

12 Months Ended

Dec. 31, 2012

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

17.      ACQUISITION

On May 24, 2012, the Company completed its acquisition of IPS MeteoStar (“MeteoStar”), pursuant to an Agreement dated May 1, 2012 for the cash amount of $4,241,914.  MeteoStar was a privately held company with offices in Englewood, Colorado and Round Rock, Texas.  MeteoStar specializes in software applications for aviation, hydrology, meteorology, transportation, energy, research, and the military and in providing air quality systems.    MeteoStar’s results of operations and the estimated fair value of assets acquired and liabilities assumed were included in the Company’s consolidated financial statements beginning May 24, 2012.

The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective fair values on the acquisition date.  The Company’s allocation of the total purchase price is as follows:

	Value
Property and equipment	$	309,545
Deferred asset		64,866
Accrued expenses		(190,782	)
Intangible assets		860,000
Goodwill		3,198,285
Totals	$	4,241,914

Goodwill

The goodwill amount of $3,198,285 represents the excess of the purchase price over the fair value of the identified net tangible and intangible assets.  The goodwill recognized in this acquisition was derived from expected benefits from future technology, sales synergies and a knowledgeable and experienced workforce who joined the Company.  Goodwill will not be amortized, but will be tested instead for impairment annually in the fourth quarter of each fiscal year or more frequently if certain indicators of impairment are present.  Goodwill is expected to be tax deductible for income tax purposes.  There is no impairment of goodwill as of December 31, 2012.