| Purchase Price Allocation |
The following table summarizes the final purchase accounting for
the fair value of the assets acquired and liabilities assumed at the date of the Merger:
| |
|
Allocated Fair Value |
|
| Cash |
|
$ |
283,199 |
|
| Accounts Receivable |
|
|
89,398 |
|
| Prepaid Expenses and Other Assets |
|
|
145,574 |
|
| Property and equipment, net |
|
|
75,385 |
|
| Identifiable artistic-related intangible assets (a) |
|
|
1,740,000 |
|
| Total assets acquired |
|
|
2,333,556 |
|
| |
|
|
|
|
| Accounts Payable |
|
|
(404,757 |
) |
| Accrued Expenses |
|
|
(450,000 |
) |
| Short Term Debt - Related Party |
|
|
(516,966 |
) |
| Disputed Trade Payable |
|
|
(925,000 |
) |
| Total liabilities assumed |
|
|
(2,296,723 |
) |
| |
|
|
|
|
| Net assets acquired |
|
|
36,833 |
|
| |
|
|
|
|
| Consideration (b) |
|
|
10,402,639 |
|
| |
|
|
|
|
| Goodwill |
|
$ |
10,365,806 |
|
|
| |
|
Allocated
Fair Value |
|
| Cash |
|
$ |
283,199 |
|
| Accounts Receivable |
|
|
89,398 |
|
| Prepaid Expenses and Other Assets |
|
|
145,574 |
|
| Property and equipment, net |
|
|
75,385 |
|
| Identifiable artistic-related intangible
assets (a) |
|
|
1,740,000 |
|
| Total assets acquired |
|
|
2,333,556 |
|
| |
|
|
|
|
| Accounts Payable |
|
|
(404,757 |
) |
| Accrued Expenses |
|
|
(450,000 |
) |
| Short Term Debt – Related Party |
|
|
(516,966 |
) |
| Disputed Trade Payable |
|
|
(925,000 |
) |
| Total liabilities assumed |
|
|
(2,296,723 |
) |
| |
|
|
|
|
| Net assets acquired |
|
|
36,833 |
|
| |
|
|
|
|
| Consideration (b) |
|
|
10,402,638 |
|
| |
|
|
|
|
| Goodwill |
|
$ |
10,365,805 |
|
|
| Proforma information |
| |
|
3/31/2014 |
|
|
3/31/2013 |
|
| Revenues |
|
$ |
176,283 |
|
|
$ |
745,011 |
|
| Net Loss (1) |
|
$ |
(854,162 |
) |
|
$ |
(1,836,673 |
) |
| (1) |
Net loss during the three months ended March 31, 2013 includes merger related costs of $339,180 as well as the elimination of interest expense of $153,261 and loss on derivative valuation of $92,862. |
|
| |
|
2013 |
|
|
2012 |
|
| Revenues |
|
$ |
2,752,830 |
|
|
$ |
7,538,926 |
|
| Net Loss (1) |
|
$ |
(5,855,925 |
) |
|
$ |
(1,772,236 |
) |
|
(1) |
Net
loss during the twelve months ended December 31, 2013 includes merger related costs of
$339,180 as well as the elimination of interest expense of $1,693,821 and loss on derivative
valuation of $1,886,943. Net loss during the twelve months ended December 31, 2012 includes
merger related costs of $339,180 as well as the elimination of interest expense of $50,259
and gain on derivative valuation of $200,322. |
|