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Note 1 - Organization and Basis of Presentation
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
NOTE
1:
ORGANIZATION AND BASIS OF PRESENTATION
 
Organization
 
CFN Enterprises Inc., formerly known as Accelerize Inc., or the Company, is a Delaware corporation incorporated on
November 22, 2005
which owned and operated CAKE, a Software-as-a-Service platform providing online tracking and analytics solutions for advertisers and online marketers. The Company provided software solutions for businesses interested in expanding their online advertising spend. Effective
October 22, 2019,
the Company filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to change its corporate name to CFN Enterprises Inc.
 
On
May 15, 2019,
the Company entered into an asset purchase agreement, or the Asset Purchase Agreement, with CAKE Software, Inc., a Delaware corporation and a subsidiary of Constellation Software Inc., an Ontario, Canada corporation (TSX: CSU), or Constellation, pursuant to which the Company agreed to sell substantially all of the assets associated with its CAKE and Journey by CAKE business, or the CAKE Business, to Constellation for a base purchase price of
$19,400,000
plus or minus an estimated closing date adjustment based on the net tangible assets of the CAKE Business at the closing, a holdback of
$500,000
adjusted pursuant to the terms of the Asset Purchase Agreement and payable on the
first
anniversary of the closing date, and a
three
year earnout equal to
30%
of the amount that the annual net revenue of the CAKE Business exceeds
$13,750,000
and payable within
120
days on each of the first,
second
and
third
end of month anniversaries of the closing date. The sale of the assets of the CAKE Business pursuant to the Asset Purchase Agreement closed on
June 18, 2019,
and the Company received proceeds of
$20,892,667,
net of the estimated closing date adjustment.
 
As of the closing date, Constellation acquired all of the assets used by the Company in the CAKE Business and assumed the Company’s post-closing obligations under certain vendor, customer and other commercial contracts related to the CAKE Business, including the Company’s lease for its headquarters in Newport Beach, California. The Company’s cash and cash equivalents, and the assets associated with its Accelerize trademark, are excluded from the sale of the CAKE Business. Constellation offered employment to certain of the Company’s employees following the closing date.
 
On
May 15, 2019,
the Company entered into the Emerging Growth Agreement with Emerging Growth, LLC, or the Seller, pursuant to which the Company acquired certain assets from the Seller related to its sponsored content and marketing business for a purchase price consideration consisting of
$420,000
in cash,
30,000,000
shares of the Company’s common stock, and
3,000
shares of Series B preferred stock with a total stated value of
$3,000,000
which bears interest at
6%
per annum and is convertible into the Company’s common stock at a conversion price to be mutually agreed in the future, without voting rights or a liquidation preference except with respect to default interest.  The securities were issued pursuant to an exemption under Section
4
(a)(
2
) of the Securities Act of
1933,
as amended. The closing of the purchase of the assets pursuant to the Emerging Growth Agreement occurred on
June 20, 2019.
 
Subsequent to the closing of the Asset Purchase Agreement on
June 18, 2018,
the Company’s continuing operations consist of the sponsored content and marketing business from the assets acquired pursuant to the Emerging Growth Agreement.
 
Going Concern
 
The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next
12
months as of the date these financial statements are issued.  
 
The Company had a working capital deficit of
$192,456
 and an accumulated deficit of
$34,721,149
as of
December 31, 2019. 
The Company also had a net loss from continuing operations of
$6,025,623
during the year ended 
December 31, 2019.
 
As discussed above, on
May 15, 2019,
the Company entered into the Asset Purchase Agreement with Constellation under which all the net assets associated with the CAKE Business were sold. The proceeds from the Asset Purchase Agreement were used to pay off the Company’s existing debt, as well as to acquire certain assets in the Emerging Growth Agreement from the Seller related to its sponsored content and marketing business. Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, growing the business acquired under the Emerging Growth Agreement and managing and reducing operating and overhead costs. Subsequent to the year end on
May 6, 2020,
the Company received
$263,000
in the form of a loan from the PPP (see Note
10
).  However, the Company cannot provide any assurance that unforeseen circumstances that could occur at any time within the next
twelve
months or thereafter will
not
increase the need for the Company to raise additional capital on an immediate basis.
 
These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do
not
include any adjustments to the amounts and classification of assets and liabilities that
may
be necessary should the Company be unable to continue as a going concern.  
 
COVID-
19
 
In
March 2020,
the outbreak of COVID-
19
caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including each of the areas in which the Company operates. While to date the Company has
not
been required to stop operating, COVID-
19
has had and is expected to continue to have an adverse effect on the financial condition of the Company and its customers. While it is unknown how long these conditions will last and what the complete financial effect will be to the Company, it is expected to have a significant adverse impact to the Company’s revenue and ability to obtain financing.
  
Basis of Presentation
 
The accompanying consolidated financial statements include the results of operations of the Company and Cake Marketing UK Ltd., or the Subsidiary. The Company discontinued its operations associated with its CAKE Business and the operations of its Subsidiary in
May 2019.
These accounts have been presented as discontinued operations in the accompanying consolidated financial statements. Continuing operations presented in periods prior reflect administrative expenses associated with business insurance, legal and accounting fees that the Company will continue to incur. All material intercompany accounts and transactions between the Company and its Subsidiary have been eliminated in consolidation.