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Business Combination (Tables)
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Unaudited Pro Forma Results of Operations

 

             
  

Unaudited

Pro Forma combined financials

PBI and UB

  

Unaudited
Pro Forma combined financials

for PBI and UB

 
  

For the Three Months

ended June 30,

  

For the Six Months ended

June 30,

 
   2024   2023   2024   2023 
Sales  $421,792   $1,032,066   $783,865   $2,290,431 
Cost of goods sold  $377,541   $549,821   $628,751   $1,237,397 
Operating expenses  $1,972,791   $1,586,071   $3,618,427   $5,860,780 
Loss from operations  $(1,928,540)  $(1,103,826)  $(3,463,313)  $(4,807,746)
Loss per share  $(0.04)  $(0.06)  $(0.08)  $(0.27)
Schedule of Acquisition

The purchase price was as follows:

 

      
Fair value of options issued to sellers of UB and finders (1)  $2,210,060 
Preferred shares DD issued  $1,066,800 
Cost of acquisition:     
Fair value of options issued to finders (1) (2)  $(210,060)
Total consideration paid  $3,066,800 

 

Notes

 

(1) Options owed as of March 31, 2024, were issued as of June 30, 2024. The Company recognized the option fair value as a liability “Options Payable” as of March 31, 2024, for a total of $2,210,060 and recorded the additional paid in capital as of June 30, 2024. In computing fair value, a Black Scholes computation was performed with the following variables:

 

  a. For options issued to the sellers of UB, valued at $2,000,000

 

  i. Expected time to maturity = 5 years
  ii. Annual risk-free rate = 4.08%
  iii. Annualized volatility = 118%

 

  b. For options issued as investment banker fees, valued at $210,060

 

  i. Expected time to maturity = 2.5 years
  ii. Annual risk-free rate = 4.18%
  iii. Annualized volatility = 103%

 

(2) This amount was expensed in the statement of operations.
Schedule of Estimated Fair Value Of Assets And Liabilities Acquired

Upon analysis of Uncle Bud’s business combination, the Company has estimated the fair value of the assets and liabilities acquired as follows:

 

  

Estimate of Fair

Value

 
Assets Acquired     
Accounts Receivable  $5,123 
Inventory   350,922 
Customer list   664,237 
Goodwill   4,727,976 
Intangible assets   1,516 
Total assets  $5,749,774 
      
Liabilities Assumed     
Accounts payable  $1,344,254 
Accrued liabilities   522,145 
Other current liabilities   14,360 
Term loan liabilities   68,000 
Line of credit   734,215 
Total liabilities assumed   2,682,974 
Total  $3,066,800