NOTE 2 – ACQUISITION

On December 8, 2017 (the “Closing Date”), the Company completed the acquisition of 51% of the issued and outstanding capital stock of Inspirit Studio Limited (“Inspirit”), a company incorporation in Hong Kong, from its shareholders pursuant to the terms and conditions of a Sale and Purchase Agreement entered into among the Company and the Inspirit Stockholders on the Closing Date (the “Acquisition Agreement”). Inspirit is engaged in the development of a mobile app platform which provides instant errand services in a peer to peer network and will generate revenue from commission charged on each errand service transaction.

In connection with the acquisition, the Company issued 85,473 unregistered shares of its common stock valued at $507,710, based on the acquisition-date fair value of our common stock of $5.94 per share based on the quoted market price of the Company’s common stock on the Closing date. The fair value of the assets acquired and liabilities assumed were based on management estimates of the fair values on December 8, 2017.

Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

Goodwill	$	462,111
Account receivable and prepayment		22,898
Other intangible assets		92,249
Total assets acquired at fair value		577,258

Bank Overdraft		(20	)
Accounts payable and accrued expenses		(25,717	)
Non-controlling interest assumed		(43,811	)
Total liabilities and non-controlling interest assumed		(69,548	)

Total purchase consideration	$	507,710

The assets acquired and liabilities assumed are recorded at their estimated fair value on the acquisition date with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business combination date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the purchase price measurement period, the Company will record adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments were determined.

The purchase price exceeded the fair value of the net assets acquired by approximately $462,111, which was initially recorded as goodwill. Goodwill assigned represents the amount of consideration transferred in excess of the fair value assigned to identifiable assets acquired and liabilities assumed. ASC 350-30-35-4 requires that goodwill be tested for impairment on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Based on the Company’s annual analysis of goodwill, in December 2017, the Company recorded an impairment expense of $462,111 which is included in operating expenses on the accompanying consolidated statement of operation and comprehensive loss.