Transactions

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Transactions

NOTE 2 – TRANSACTIONS

The following are significant transactions that impact the operations of the Company:

Apeiron Acquisition

On December 31, 2018, the Company purchased Apeiron, which became a wholly-owned subsidiary. The total purchase price was $2,450,000. The purchase included the issuance of 7,000,000 shares of the Company’s common stock in exchange for all the outstanding common shares of Apeiron common stock. The purchase price was derived and based on the fair market value of the 7,000,000 shares at the December 31, 2018, common stock price of $.35 per share. The acquisition provides the Company with expansion and diversification within the telecommunications industry. Apeiron Systems brings CPaaS and business networking services to the Company that have significant business in the wireless telecommunications industry. The combination allows the Company to share customers and provide bundled service integrations.

Infiniti Mobile Acquisition

On January 31, 2019, the Company completed the acquisition of Infiniti Mobile. The purchase price was $682,173 and included $100 in cash, advances to Infiniti Mobile for the period from the sales agreement dated February 5, 2018, until January 31, 2019, in the amount of $465,056, 500,000 incentive stock options valued at $98,452 and accounts receivables due to the Company in the amount of $152,764. The stock options were computed using the Black-Scholes-Merton pricing model using a stock price of $.20, a strike price of $.20, an expected term of three years, volatility of 278.00% and a risk-free discount rate of 2.43%.

The transaction was accounted for under the purchase method. The purchase price allocation to assets and liabilities assumed in the transaction was:

Cash	$	14,318
Accounts Receivable		63,764
Prepaid Expenses and Deposits		2,400
Furniture and Equipment at Fair Value		1,308
License		624,255
Accounts Payable		(23,872	)
Net Assets Acquired	$	682,173

The following table provides unaudited proforma results, prepared in accordance with ASC 805, for the six months ended June 30, 2019 and 2018, as if Infiniti Mobile and Apeiron had been acquired on January 1, 2018:

	For the Three Months Ended June 30, 2019			For the Three Months Ended June 30, 2018			For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2018
Net sales	$	2,266,368		$	2,744,249		$	4,972,947		$	6,945,815
Net loss	$	(604,849	)	$	(773,964	)	$	(936,870	)	$	(1,017,615	)
Net loss per share, basic and diluted	$	(0.01	)	$	(.02	)	$	(0.02	)	$	(0.02	)