ACQUISITION OF MULTI-PAY

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

ACQUISITION OF MULTI-PAY

NOTE 7 – ACQUISITION OF MULTI-PAY

On April 6, 2015 (the “Closing Date”), the Company and all of the shareholders (the “Multipay Shareholders”) of Multipay S.A., a Colombian corporation (“Multipay”), closed (the “Closing”) on the Share Purchase Agreement entered into between the parties on March 6, 2015. As a result of the Closing, the Company acquired 100% of the issued and outstanding shares of Multipay (the “Multipay Shares”) from the Multipay Shareholders on a fully diluted basis. In consideration for the Multipay Shares, the Company issued and sold to the Multipay Shareholders an aggregate of 7,600,000 shares of common stock of the Company. Within ten days of the Closing Date, the Company is required to issue 7,000,000 shares of common stock. Upon the Multipay Shareholders paying certain liabilities in the approximate amount of US $340,000, the Company is required to deliver the balance of 600,000 shares of common stock to the Multipay Shareholders. In the event the Multipay Shareholders do not pay the required amount by the 12-month anniversary of the Closing Date, the Company will not be required to deliver the remaining shares of common stock. On May 7, 2015, the Company and Multipay executed an amendment to the Share Purchase Agreement to 1) amend the number of shares to be issued within ten days of the Closing Date from 7,000,000 shares to 6,101,517 shares; and 2) to amend the balance of shares to be delivered from 600,000 shares to 1,498,483 shares, upon the payment of certain liabilities by the Multipay Shareholders. The 6,101,517 shares will be issued on May 18, 2015. The Company has recorded contingent assets and related contingent liability from the acquisition because of the contingency of the shares to be issued and debt to be released upon the payment of certain liabilities by the Multipay Shareholders.

The purchase price was allocated to specific identifiable tangible and intangible assets at their fair value at the date of the purchase in accordance with Accounting Standards Codification 805, “Business Combinations”, as follows:

Allocation
Assets	$	288,027
Intangible assets		1,054,333
Total		1,342,360
Less fair value of liabilities		(732,209	)
Purchase price	$	610,151

The pro forma information below present statement of operations data as if the acquisition of Multipay S.A. took place on January 1, 2015:

For the six month period ended	June 30, 2015
	(unaudited)
Revenues, net	$	554,131
Operating expenses		(1,368,786	)
Operation loss		(832,655	)
Other expenses		(3,730,080	)
Net loss	$	(4,562,735	)
Loss per share		(0.03	)