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BUSINESS ACQUISITIONS AND DISPOSALS
6 Months Ended
Jun. 30, 2011
- BUSINESS ACQUISITIONS AND DISPOSALS

NOTE 8 – BUSINESS ACQUISITIONS AND DISPOSALS

 

Capstone Industries

 

On September 13, 2006 the Company entered into a Stock Purchase Agreement (the Purchase Agreement) with Capstone Industries, Inc., a Florida corporation (Capstone), engaged in the business of producing and selling portable book lights and related consumer goods, and Stewart Wallach, the sole shareholder of Capstone. Under the Stock Purchase Agreement the Company acquired 100% of the issued and outstanding shares of Capstone Common Stock in exchange for $750,000 in cash (funded by a note payable to the Company’s CEO and $1.25 million of the Company’s Series B Preferred Stock, $0.01 par value per share, which Series “B” stock is convertible into 15.625 million “restricted” shares of CHDT Common Stock, $0.0001 par value (common stock). CHDT has agreed to register shares of Common Stock under the Securities Act of 1933, as amended, to cover conversion of the Series “B” Stock issued to Mr. Wallach in the acquisition of Capstone.  Such registration has not been filed as of the date of this Report. CHDT will operate Capstone as a wholly-owned subsidiary. As of the date of this report these share have not been registered.

 

 

 

 

NOTE 8 – BUSINESS ACQUISITIONS AND DISPOSALS (continued)

 

The Capstone acquisition was recorded as follows:

 

Cash

 

$

33,676

 

Accounts receivable

 

 

208,851

 

Inventory

 

 

340,109

 

Prepaid expenses

 

 

7,500

 

Property and equipment

 

 

16,127

 

Goodwill

 

 

1,936,020

 

Accounts payable and accrued expenses

 

 

(417,283

)

Loan payable to China Direct

 

 

(125,000

)

               Total purchase price

 

$

2,000,000

 

 

Capstone was acquired to expand the Company’s customer base and sources of supply, the value of which contributed to the recording of goodwill.

 

For tax purposes, the goodwill is expected to be amortized as an IRC Sec. 197 intangible over a period of fifteen years from date of acquisition.