XML 23 R11.htm IDEA: XBRL DOCUMENT
v3.25.1

Business Combinations | 12 Months Ended
--- | ---
Dec. 31, 2024
Business Combinations [Abstract] |
Business Combinations | Note 5 - Business Combinations Acquisition of Naamche Inc. and Naamche Inc. Pvt Ltd. On May 6, 2024, we completed our acquisitions of Naamche, Inc. (“U.S. Naamche”) and Naamche, Inc. Pvt Ltd. (“Nepal Naamche,” and together with U.S. Naamche, “Naamche”). As a result, we own 100% of the issued and outstanding shares of capital stock of Naamche, and both entities are wholly-owned subsidiaries of the Company. We acquired Naamche to assist the Company with the research and development of its proprietary AI algorithms and other technologies. The purchase price consisted of (i) a $50,000 cash payment, (ii) 225,000 restricted shares of common stock to be issued within 9 months from the closing date of the acquisitions subject to terms and conditions specified herein, and (iii) $450,000 in cash, payable over a 3-year period following the closing date of the acquisitions based on the achievement by Naamche of specified revenue-based targets. The table below represents the final purchase price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.
|  | Initial Amounts Recognized as of the acquisition date |  |  | Measurement Period Adjustment |  |  | Final Purchase Price Allocation |
Cash & Cash Equivalents |  | $ | 50,786 |  |  | $ | - |  |  | $ | 50,786 |
Accounts Receivable |  |  | 15,745 |  |  |  | (15,745 | ) |  |  | - |
Other Current Assets |  |  | 2,050 |  |  |  | - |  |  |  | 2,050 |
Net Property Plant & Equipment |  |  | 76,350 |  |  |  | - |  |  |  | 76,350 |
Goodwill(1) |  |  | 549,494 |  |  |  | (459,517 | ) |  |  | 89,977 |
Intangible assets |  |  | - |  |  |  | 26,000 |  |  |  | 26,000 |
Accounts Payable |  |  | (46,506 | ) |  |  | 46,506 |  |  |  | - |
Accrued Expenses |  |  | (36,480 | ) |  |  | - |  |  |  | (36,480 | )
Dividend Payable |  |  | (31,381 | ) |  |  | - |  |  |  | (31,381 | )
Long Term Loans |  |  | (54,662 | ) |  |  | - |  |  |  | (54,662 | )
Net assets acquired |  | $ | 525,396 |  |  | $ | (402,756 | ) |  | $ | 122,640 |
(1) | During the measurement period, the Company recorded a measurement period adjustment to the preliminary purchase price allocation (“PPA”). This adjustment reduced goodwill due to eliminating intercompany transactions affecting the PPA and removed previously recognized contingent consideration, which was recorded as compensation expense under ASC 805.
The determination of the fair value for the acquired business employed the income approach, specifically the discounted cash flow (“DCF”) method. This method involves assessing the present value of anticipated future cash flows from the acquired business. These cash flows are discounted at the weighted average cost of capital (“WACC”), which represents the necessary return on the combined entity’s equity and debt. The WACC is weighted by the respective proportions of equity and debt in the overall capital structure. For the fair valuation of trademarks and trade names, the relief from royalty method was applied. Customer and other relationships were valued through the multi-period excess earnings model (“MPEEM”), which calculates the present value of excess earnings attributed to these relationships over their estimated remaining useful life. Assembled workforce is not recognized separately from goodwill, as it lacks separability and contractual nature. The final purchase price allocation includes $26,000 of acquired identifiable intangible assets, all of which have finite lives. The intangible assets are being amortized over their estimated useful lives on a straight-line basis. The determination of useful lives is based upon various industry studies, historical acquisition experience, and economic factors. The purchase price allocation to identifiable intangible assets acquired subject to amortization consists of the following:
|  | Estimated Useful Life (in years) |  |  | Gross Value |  |  | Accumulated Amortization |  |  | Net Book Value |
Definite Lived Intangible Assets: |  |  |  |  |  |  |  |  |  |  |  |
Trademarks and trade names |  |  | 5 |  |  | $ | 8,500 |  |  | $ | 1,118 |  |  | $ | 7,382 |
Customer and other relationships |  |  | 6 |  |  |  | 17,500 |  |  |  | 1,918 |  |  |  | 15,582 |
Balance, December 31, 2024 |  |  |  |  |  | $ | 26,000 |  |  | $ | 3,036 |  |  | $ | 22,964 |
We estimate amortization expense for the next five years and beyond will be as follows:
Years Ending December 31: |  | Amount |
2025 |  |  | 4,617 |
2026 |  |  | 4,617 |
2027 |  |  | 4,617 |
2028 |  |  | 4,617 |
2029 |  |  | 3,499 |
Thereafter |  |  | 999 |
Total |  | $ | 22,966 |
Acquisition of AiChat Pte. Ltd. On July 12, 2024, we entered into a Business Acquisition and Financing Agreement (the “Business Acquisition Agreement”) with AiChat Pte. Ltd. (“AiChat”), AiChat10X Pte. Ltd., and Kester Poh Kah Yong, pursuant to which we acquired 85% of AiChat’s ordinary shares, with the remaining 15% to be acquired by June 30, 2025. AiChat is an AI-powered company offering conversational customer experience solutions. The total purchase price to acquire 100% of AiChat is $1,140,000, which consists of: (i) $312,000 in restricted common stock, issuable by January 1, 2025; (ii) $588,000 in restricted common stock, issuable by April 1, 2025, subject to adjustments set forth in the Business Acquisition Agreement; and (iii) $240,000 in restricted common stock, issuable by December 1, 2025. The table below represents the final purchase price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.
|  | Final Purchase Price Allocation |
Cash & cash equivalents |  | $ | 1,911 |
Accounts receivable |  |  | 42,536 |
Other current assets |  |  | 7,895 |
Net property plant & equipment |  |  | 3,715 |
Goodwill |  |  | 1,708,915 |
Intangible assets |  |  | 1,135,000 |
Accounts payable |  |  | (160,815 | )
Accrued expenses |  |  | (231,197 | )
Other current liabilities |  |  | (65,675 | )
Debt assumed |  |  | (1,238,785 | )
Net assets acquired |  | $ | 1,203,500 |
The determination of the fair value for the acquired business employed the income approach, specifically the DCF method. This method involves assessing the present value of anticipated future cash flows from the acquired business. These cash flows are discounted at the WACC, which represents the necessary return on the combined entity’s equity and debt. The WACC is weighted by the respective proportions of equity and debt in the overall capital structure. For the fair valuation of developed technology, the relief from royalty method was applied. The estimation of the economic useful life of these assets took into account factors outlined in ASC 350. Trademarks and trade names fair value was determined using the relief from royalty method. Customer and other relationships were valued through MPEEM, which calculates the present value of excess earnings attributed to these relationships over their estimated remaining useful life. Assembled workforce is not recognized separately from goodwill, as it lacks separability and contractual nature. The final purchase price allocation includes $1,135,000 of acquired identifiable intangible assets, all of which have finite lives. The intangible assets are being amortized over their estimated useful lives on a straight-line basis. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the acquisition of AiChat. Additionally, as part of the acquisition of AiChat, we committed to purchase 55,710 ordinary shares of AiChat at a cost of $60,000, payable at the transaction’s closing. Furthermore, we also agreed to purchase an additional 222,841 ordinary shares of AiChat for $240,000. The specific dates for these payments are outlined in the Business Acquisition Agreement. The purchase price allocation to identifiable intangible assets acquired subject to amortization consists of the following:
|  | Estimated Useful Life (in years) |  |  | Gross Value |  |  | Accumulated Amortization |  |  | Net Book Value |
Definite Lived Intangible Assets: |  |  |  |  |  |  |  |  |  |  |  |
Developed technology |  |  | 5 |  |  | $ | 800,000 |  |  | $ | 75,397 |  |  | $ | 724,603 |
Trademarks and trade names |  |  | 9 |  |  |  | 272,000 |  |  |  | 14,242 |  |  |  | 257,758 |
Customer and other relationships |  |  | 10 |  |  |  | 63,000 |  |  |  | 2,969 |  |  |  | 60,031 |
Balance, December 31, 2024 |  |  |  |  |  | $ | 1,135,000 |  |  | $ | 92,608 |  |  | $ | 1,042,392 |
We estimate amortization expense for the next five years and beyond will be as follows:
Years Ending December 31: |  | Amount |
2025 |  |  | 196,522 |
2026 |  |  | 196,522 |
2027 |  |  | 196,522 |
2028 |  |  | 196,522 |
2029 |  |  | 121,125 |
Thereafter |  |  | 135,179 |
Total |  | $ | 1,042,392 |
Acquisition of Debt Does Deals, LLC (d/b/a Be My Neighbor) On September 8, 2024, we entered into a Membership Interest Purchase Agreement (the “MIPA”) with Debt Does Deals, LLC (d/b/a Be My Neighbor) (“Be My Neighbor” or “BMN”), a Texas-based mortgage brokerage, and its sellers, Christopher Bradley Griffith and Isabel Williams (collectively, the “Sellers”). In accordance with the MIPA, we acquired 100% of the membership interests of Be My Neighbor that were outstanding prior to the consummation of the acquisition. The purchase price was $6,000,000, consisting of: (i) $1,500,000 in cash to the Sellers based on their ownership percentages; (ii) $1,500,000 in restricted common stock, or 1,146,837 shares valued at $1.31 per share, to be issued within 90 days of closing, allocated proportionally to each of the Sellers’ membership interests in Be My Neighbor; and (iii) up to $3,000,000 in potential earn-out payments, subject to BMN’s achievement of certain financial metrics set forth in the MIPA. The table below represents the final purchase price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.
|  | Initial Amounts Recognized as of the acquisition date |  |  | Measurement Period Adjustment |  |  | Final Purchase Price Allocation |
Cash & cash equivalents |  | $ | 442,439 |  |  | $ | - |  |  | $ | 442,439 |
Accounts receivable |  |  | 92,822 |  |  |  |  |  |  |  | 92,822 |
Goodwill(1) |  |  | 2,248,782 |  |  |  | 138,438 |  |  |  | 2,387,220 |
Intangible assets |  |  | 1,434,000 |  |  |  |  |  |  |  | 1,434,000 |
Accounts payable |  |  | (3,794 | ) |  |  |  |  |  |  | (3,794 | )
Other current liabilities |  |  | (251,249 | ) |  |  |  |  |  |  | (251,249 | )
Net assets acquired |  | $ | 3,963,000 |  |  | $ | 138,438 |  |  | $ | 4,101,438 |
(1) | During the measurement period, adjustments were made to the recorded value of goodwill based on the newly available information regarding the fair values of the acquired assets and liabilities.
The determination of the fair value for the acquired business employed the income approach, specifically the DCF method. This method involves assessing the present value of anticipated future cash flows from the acquired business. These cash flows are discounted at the WACC, which represents the necessary return on the combined entity’s equity and debt. The WACC is weighted by the respective proportions of equity and debt in the overall capital structure. For the fair valuation of trademarks and trade names the relief from royalty method was applied. Assembled workforce is not recognized separately from goodwill, as it lacks separability and contractual nature. The final purchase price allocation includes $1,434,000 of acquired identifiable intangible assets, all of which have finite lives. The intangible assets are being amortized over their estimated useful lives on a straight-line basis. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the acquisition of Be My Neighbor. The purchase price allocation to identifiable intangible assets acquired subject to amortization consists of the following:
|  | Estimated Useful Life (in years) |  |  | Gross Value |  |  | Accumulated Amortization |  |  | Net Book Value |
Definite Lived Intangible Assets: |  |  |  |  |  |  |  |  |  |  |  |
Trademarks and trade names |  |  | 15 |  |  | $ | 1,434,000 |  |  | $ | 29,859 |  |  | $ | 1,404,141 |
Balance, December 31, 2024 |  |  |  |  |  | $ | 1,434,000 |  |  | $ | 29,859 |  |  | $ | 1,404,141 |
We estimate amortization expense for the next five years and beyond will be as follows:
Years Ending December 31: |  | Amount |
2025 |  |  | 95,600 |
2026 |  |  | 95,600 |
2027 |  |  | 95,600 |
2028 |  |  | 95,600 |
2029 |  |  | 95,600 |
Thereafter |  |  | 926,141 |
Total |  | $ | 1,404,141 |
Acquisition of Hyperfast Title, LLC On July 24, 2024, we acquired 85% of the membership interests of Hyperfast Title LLC (“Hyperfast”), a Florida-based title insurance provider, through a membership interest purchase agreement for an aggregate purchase price of $21,250. This transaction resulted in an increase in goodwill of $25,054. Acquisition of USRealty, LLC In November 2024, the Company entered into agreements related to the acquisition of USRealty Brokerage Solutions, LLC and an investment in Unreal Estate Inc. As part of these agreements the Company agreed to provide $250,000 in in-kind services as consideration for the acquisition of USRealty Brokerage Solutions, LLC. These services were to be delivered over a one-year period. The Company also entered into a Letter Agreement to purchase $600,000 in convertible promissory notes from Unreal Estate Inc., to be paid in six installments. Only the first installment of $60,000 was made at closing. On March 19, 2025, the Company entered into a Mutual Settlement and Release Agreement (the “Settlement Agreement”) with Unreal Estate Inc. (“Unreal Estate”), resolving certain claims and disputes related to the previously disclosed Membership Interest Purchase Agreement, Letter Agreement, and convertible promissory note (collectively, the “Agreements”). Pursuant to the Settlement Agreement, the Company agreed to pay Unreal Estate a one-time cash amount of $80,000. In exchange, Unreal Estate released the Company from any further obligations under the Agreements, including the Company’s obligation to purchase additional convertible promissory notes. The Company retained full ownership and control of the membership interests in USRealty Brokerage Solutions, LLC previously acquired from Unreal Estate. As part of the Settlement Agreement, the outstanding $60,000 convertible promissory note was cancelled, and the Letter Agreement was terminated. The parties also executed a mutual release of claims, subject to limited exceptions, and the Settlement Agreement includes customary representations, warranties, and covenants. The $60,000 first installment and $80,000 one-time cash payment were expensed as of year-end as a type 1 subsequent event and recorded as operating expense in the consolidated statement of operations for the year ended December 31, 2024.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration