Annual report pursuant to Section 13 and 15(d)

Share Exchange Agreement (Tables)

v3.7.0.1
Share Exchange Agreement (Tables)
12 Months Ended
Dec. 31, 2016
Share Exchange Agreement [Abstract]  
Acquisition Date Fair Value Of The Consideration
The Company has a complex equity structure which includes two series of preferred stock, common stock, warrants and options.  The acquisition date fair value of the consideration transferred was calculated as follows:
 
Company enterprise value
 
$
1,378,026
 
 
 
 
 
 
Less: interest bearing debt
 
 
(493,958)
 
 
 
 
 
 
Company equity value
 
$
884,068
 
Fair value Of Assets Acquired and Liabilities Assumed At The Date Of Acquisition
The fair value of the assets acquired and liabilities assumed at the closing date were based on management estimates, except for the patents which were valued by an independent valuation expert. Based upon the preliminary purchase price allocation, the following table summarizes the estimated provisional fair value of the assets acquired and liabilities assumed at the date of acquisition:
 
Cash
 
$
75,687
 
Prepaid expenses
 
 
46,513
 
Due from related party
 
 
52,019
 
Patents
 
 
1,400,000
 
Deposits
 
 
2,315
 
Total assets acquired at fair value
 
 
1,576,534
 
 
 
 
 
 
Accounts payable and accrued expenses
 
 
364,508
 
Notes payable
 
 
89,465
 
Notes payable - related party
 
 
404,493
 
Total liabilities assumed
 
 
858,466
 
Total identifiable net assets
 
 
718,068
 
Goodwill
 
 
166,000
 
Total preliminary purchase consideration
 
$
884,068
 
Pro Forma Information
The following unaudited pro forma results for the year ended December 31, 2016 and for the period from inception (June 2, 2015) to December 31, 2015 summarizes the consolidated results of operations of the Company, assuming the reverse acquisition had occurred on January 1, 2015 and after giving effect to the reverse acquisition adjustments, including amortization of tangible and intangible assets acquired in the transaction:
 
 
 
 
 
For the Period from
 
 
 
For the Year Ended
 
Inception (June 2, 2015) to
 
 
 
December 31, 2016
 
December 31, 2015
 
Net revenues
 
$
-
 
$
-
 
Net loss
 
$
(1,464,491)
 
$
(1,115,897)