Annual report pursuant to Section 13 and 15(d)

Merger (Tables)

Merger (Tables)
12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Schedule of Purchase price
Purchase price:        
Cash paid to the seller   $ 6,149,343  
Total purchase price     6,149,343  
Tangible Assets Acquired:        
Cash     212,068  
Accounts Receivable     1,389,263  
Prepaid Expenses     127,574  
Fixed Assets     4,986  
Website and Digital Assets     33,002  
Security Deposits     22,500  
Total Tangible Assets Acquired     1,789,393  
Tangible Liabilities Assumed:        
Accounts Payable and Accrued Expenses     514,354  
Deferred Revenue     68,736  
Deferred Tax Liability     399,631  
PPP Loan Payable     307,300  
Total Tangible Liabilities Assumed     1,290,021  
Net Tangible Assets Acquired     499,372  
Excess Purchase Price   $ 5,649,971  
Schedule of unaudited pro-forma
Customer Relationships   $ 1,870,000  
Trade Names     235,000  
Assembled Workforce     287,000  
Goodwill     3,257,971  
Excess Purchase Price   $ 5,649,971  


The intangible assets acquired include the trade names, customer relationships, assembled workforce, and goodwill. The deferred tax liability represents the tax effected timing differences relating to the acquired intangible assets to the extent they are not offset by acquired deferred tax assets.


The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. No portion of the goodwill is deductible for tax purposes.


The following presents the unaudited pro-forma combined results of operations of the Company with Flagship Solutions as if the entities were combined on January 1, 2020.


    Year Ended
    December 31,
Revenues   $ 23,051,759  
Net income attributable to common shareholders   $ 1,526,938  
Net income per share   $ 0.30  
Weighted average number of shares outstanding     5,075,716  


    Year Ended
    December 31,
Revenues   $ 18,172,193  
Net loss attributable to common shareholders   $ 91,180  
Net loss per share   $ 0.03  
Weighted average number of shares outstanding     3,213,157