Quarterly report pursuant to Section 13 or 15(d)

Goodwill and Acquisition

v3.19.1
Goodwill and Acquisition
 3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Goodwill and Acquisition

Note 2. Goodwill and Acquisition

On January 16, 2019 , the Company, acquired 100% of the share capital of  IIU, Inc and its wholly-owned subsidiary Wallach and Company, health insurance broker, (for the initial consideration of $5,089,357 which was paid with a forgiven note to Craven House Capital North American LLC (“Craven”) of $1,507,375 plus a convertible senior note for $3,581,982. Net cash received in the business acquisition was $51,327.

 

The following table summarizes the approximate consideration paid and the amounts of the identified assets acquired and liabilities assumed at the acquisition date:

 

 

 

January 16, 2019

 

 

Total purchase price

 

$

5,089,400

 

 

 

 

 

 

 

 

Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value:

 

 

 

 

 

Cash

 

 

51,300

 

 

Prepaid and other current assets

 

 

5,200

 

 

Profit on purchased policies

 

 

14,600

 

 

Property, plant and equipment

 

 

17,100

 

 

Accounts payable

 

 

(5,100

)

 

Accrued expenses and other liabilities

 

 

(62,686

)

 

Income taxes

 

 

(28,500

)

 

Deferred revenue

 

 

(9,300

)

 

Debt

 

 

(703,000

)

 

Preliminary estimate of the fair value of assets and liabilities assumed

 

 

(720,386

)

 

 

 

 

 

 

 

Goodwill

 

$

5,809,786

 

 

 

Results of Operations for IIU for the three months ended March 31, 2019 and 2018:

 

 

 

March 31, 2019

(Unaudited)

 

March 31, 2018 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net commission revenue

 

$

113,336

 

$

140,360

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

Staff costs & payroll

 

 

29,843

 

 

84,016

 

 

Professional fees

 

 

23,015

 

 

11,603

 

 

Selling, general and administrative

 

 

28,074

 

 

40,993

 

 

Depreciation and amortization

 

 

1,255

 

 

495

 

 

Other

 

 

5,959

 

 

3,338

 

 

Operating expense

 

 

88,146

 

 

140,445

 

 

Interest expense

 

 

(6,755

)

 

-

 

 

Investment loss

 

 

-

 

 

(77,667

)

 

Income tax benefit

 

 

14,226

 

 

-

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

32,661

 

$

(77,752

)

 

 

IIU generated $98,768 of net commission revenue from January 16, 2019 to March 31, 2019 and $75,765 of operating expenses plus $6,778 of interest expense.