Note 4 - Acquisitons

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

NOTE

4:

ACQUISITONS

On

May 15, 2019,

the Company entered into the Emerging Growth Agreement with Emerging Growth, LLC (see Note

1

), which closed on

June 20, 2019.

Pursuant to the terms of the Emerging Growth Agreement, 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 valued at

$2,700,000,

and

3,000

shares of Series B preferred stock valued at

$687,000.

As a result, the total purchase price amounted to

$3,807,000.

A summary of the purchase price allocation at fair value is below. 

	Purchase Allocation
Property and equipment	$	2,183
Other intangible assets		579,000
Goodwill		3,225,817
	$	3,807,000

The intangible assets and goodwill acquired in this transaction were fully impaired at the end of

2019.

The following are the unaudited pro forma results of operations for the

nine

months ended

September 30, 2019

as if the assets purchased in the Emerging Growth Agreement had been acquired on

January 1, 2019. 

The amounts presented on the accompanying unaudited condensed consolidated statement of operations for the

three

and

nine

months ended

September 30, 2020,

as well as for the

three

months ended

September 30, 2019,

already reflect the impact of the acquisition for the full period. The pro forma results include estimates and assumptions which management believes are reasonable.  However, pro forma results do include any anticipated cost savings or other effects of the planned integration of these entities, and are

not

necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated.

	Pro Forma Combined Financials (Unaudited)
	Nine Months Ended September 30, 2019
Revenue from continuing operations	$	1,687,555
Net loss from continuing operations	$	(1,160,045	)
Net loss from continuing operations per common share - basic and diluted	$	(0.01	)