Business Acquisition

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Business Acquisition

NOTE 4 – BUSINESS ACQUISITION

In February 2020, (the “Closing Date”), we entered into an Asset Purchase Agreement (the “Eyepax Agreement”), with Eyepax IT Consulting, LLC (the “Seller”); whereby, we acquired Seller’s accounts receivable and the license, ownership rights and source code of the parking Enforcement and Revenue Control System. The Company also assumed the Seller’s accounts payable liabilities. Pursuant to the terms of the Eyepax Agreement, the purchase price paid was to be paid as follows:

1.	$100,000 was paid on the Closing Date, less $5,000 previously paid as an advance payment, accordingly the remaining balance paid in cash on Closing Date was $95,000.
2.	$25,000 per month for three months to be paid on or before the last business day of the month beginning with the first month after the Closing Date, and a fourth payment of $20,000 until a total of $95,000 has been made.
3.	Beginning on the first month after Closing Date, $5,000 per month to be paid in ten (10) monthly installments.
4.	80,000 shares of the Company’s common stock in the name of the Seller, were issued during 45 days from Closing Date at $5.50 per common share.
5.	Stock options to purchase 20,000 shares of the Company’s common stock at an exercise price of $5.00 per share. The option shares vest in equal quarterly periods, expiring in February 2023.

The purchase price was measured at fair value on the Closing Date as follows (in thousands):

Cash payments to Seller	245
Subscribed common stock	440
Stock purchase options	91
Total	776

The assets acquired and liabilities assumed have been recognized at the Closing date and were measured at fair value as follows (in thousands):

Accounts receivable	13
Software (intangible)	100
Liabilities assumed	(113	)
Net assets acquired at fair value	1
Total purchase price	775
Goodwill recognized	774

We estimated the fair value the stock purchase option using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate and dividend yield. In valuing these options, the Company assumed a cumulative stock volatility of 269.42%, 36 months expected life, and a risk-free interest rate of 1.160% and dividend yield of 0%.