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ACQUISITION OF SUBSIDIARIES
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
NOTE 5 - ACQUISITION OF SUBSIDIARIES

Bitzio, LLC Acquisition

 

On July 13, 2011 Bitzio, Inc. and Bitzio, LLC., entered into share exchange agreement wherein Bitzio, Inc. issued 5,000,000 shares of the Company's common stock in exchange for 100% of the members' equity of Bitzio, LLC.  Through this transaction Bitzio, LLC became a wholly-owned subsidiary of Bitzio, Inc.

 

The transaction closed on July 27, 2011.  Pursuant to the terms of the agreement, the Bitzio, LLC’s members exchanged 100% of their outstanding member’s equity for 5,000,000 shares of the Company’s common stock valued at the market price of the Company’s common stock on the date the agreement was entered into of $0.47 per share or a total of $2,350,000.  The 5,000,000 shares represent approximately 13% of the Company’s total outstanding shares immediately following the transaction. 

 

The assets and liabilities of Bitzio, LLC as of the acquisition date will be recorded at their estimated fair value. A preliminary allocation of the purchase price is as follows:

 

Cash and cash equivalents   $ -  
Goodwill     2,350,800  
    Total assets acquired     2,350,800  
         
Accounts payable     800  
    Total liabilities acquired     800  
     Net assets acquired   $ 2,350,000  

  

Thinking Drone, Inc. Acquisition

 

On September 14, 2011 Bitzio, Inc. and Thinking Drone, Inc., entered into a triangular merger wherein Bitzio, Inc. acquired all of the issued and outstanding stock of Thinking Drone, Inc. through its wholly-owned subsidiary Bitzio Holdings, Inc.  Bitzio, Inc. received all of the outstanding shares of Thinking Drone in exchange for a $500,000 promissory note and 5,000,000 shares of Bitzio, Inc. common stock.  Through this transaction Thinking Drone, Inc. became a wholly-owned subsidiary of Bitzio, Inc.

 

The transaction closed on November 9, 2011.  Pursuant to the terms of the agreement, the Thinking Drone, Inc.’s stockholders exchanged 100% of their outstanding stockholders’ equity for a $500,000 note payable due on October 31, 2012 and 5,000,000 shares of the Company’s common stock valued at the market price of the Company’s common stock on the date the agreement was entered into of $0.15 per share or a total of $1,250,000.  The 5,000,000 shares represent approximately 11% of the Company’s total outstanding shares immediately following the transaction. 

 

The assets and liabilities of Thinking Drone, Inc. as of the acquisition date will be recorded at their estimated fair value. A preliminary allocation of the purchase price is as follows:

 

Cash and cash equivalents   $ 1,260  
Accounts receivable     9,155  
Mobile application portfolio     611,461  
Goodwill     638,539  
    Total assets acquired     1,260,415  
         
Accounts payable     775  
Due to related parties     9,640  
    Total liabilities acquired     10,415  
     Net assets acquired   $ 1,250,000