| Acquisition |
Note
3 – Acquisition
The Company acquired
all of the common stock of the Group from Rennova on June 25, 2021, for a purchase price of $8,173,319.
The
following is an unaudited summary Statement of Operations as if the acquisition of the Group had taken place on July 1, 2020:
Summary of Statement of Operations Acquisition
| |
|
Six
Months ended December 31, 2020 |
|
|
Net Revenues (including $185,892
from former parent)
|
|
$ |
266,446 |
|
| Net Revenues |
|
$ |
266,446 |
|
| |
|
|
|
|
| Operating Expenses |
|
|
|
|
| |
|
|
|
|
| Direct costs of revenues |
|
|
— |
|
| General and Administrative expenses |
|
|
794,262 |
|
| Depreciation and amortization |
|
|
96,800 |
|
| |
|
|
|
|
| Total Operating Expenses |
|
|
891,062 |
|
| |
|
|
|
|
| Loss from Operations |
|
$ |
(624,616 |
) |
| |
|
|
|
|
| Other (Expense) |
|
|
(62,703 |
) |
| |
|
|
|
|
| Net Loss |
|
$ |
(687,319 |
) |
| |
|
|
|
|
| Basic and Diluted (loss) per share |
|
$ |
(0.00 |
) |
| Basic and Diluted weighted average common shares outstanding |
|
|
234,953,286 |
|
|
Note
3 – Acquisition
The
Company acquired all of the common stock of the Group from Rennova on June 25, 2021, for a fair value purchase price of $8,173,319.
Regardless that the Company had zero revenues prior to the acquisition, the Company was actively conducting business and for that
reason the acquisition was accounted for as a business combination.
Below
is a summary of the assets acquired and liabilities assumed stated at fair market value on the date of acquisition:
Schedule
of Assets Acquired and Liabilities Assumed in Acquisition
| |
|
June 25, 2021 |
|
| Assets Acquired: |
|
|
|
|
| Cash |
|
$ |
46 |
|
| Accounts Receivable |
|
|
34,591 |
|
| Prepaid Expenses and other current assets |
|
|
858 |
|
| Property and Equipment, net |
|
|
711 |
|
| Intellectual Property |
|
|
2,365,000 |
|
| Customer Relationships |
|
|
66,000 |
|
| Tradename |
|
|
473,000 |
|
| Goodwill |
|
|
7,956,824 |
|
| |
|
|
|
|
| Total Assets Acquired |
|
|
10,897,030 |
|
| |
|
|
|
|
| Liabilities Assumed |
|
|
|
|
| |
|
|
|
|
| Accounts payable |
|
|
766,343 |
|
| Accrued Expenses |
|
|
1,379,922 |
|
| Notes Payable |
|
|
298,419 |
|
| |
|
|
|
|
| Total Liabilities Assumed |
|
|
2,444,684 |
|
| |
|
|
|
|
| Net Assets Acquired |
|
$ |
8,452,346 |
|
The
following is an unaudited summary Statement of Operations as if the acquisition of the Group had taken place on July 1, 2020:
Summary
of Statement of Operations Acquisition
| |
|
Year Ended
June 30, 2021 |
|
| |
|
|
|
|
Net Revenues (including $271,524
from former Parent)
|
|
$ |
493,621 |
|
| |
|
|
|
|
| Operating Expenses |
|
|
|
|
| |
|
|
|
|
| Direct costs of revenues |
|
|
7,166 |
|
| General and Administrative expenses |
|
|
1,343,436 |
|
| Depreciation and amortization |
|
|
195,055 |
|
| |
|
|
|
|
| Total Operating Expenses |
|
|
1,545,657 |
|
| |
|
|
|
|
| Loss from operations |
|
$ |
(1,052,036 |
) |
| |
|
|
|
|
| Other (Expense) |
|
|
(42,103 |
) |
| |
|
|
|
|
| Net Loss |
|
$ |
(1,094,139 |
) |
| |
|
|
|
|
| Net loss attributed to common stockholders |
|
|
(1,861,639 |
) |
| Basic and Diluted (loss) per share |
|
$ |
(0.00 |
) |
| Basic and Diluted weighted average common shares outstanding |
|
|
234,953,286 |
|
|