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Aquisitions | 9 Months Ended
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Sep. 30, 2023
Aquisitions [Abstract] |
AQUISITIONS |
| N. | Aquisitions:
Wildman Acquisition On September 26, 2020, the Company closed on an asset purchase agreement to acquire inventory, fixed assets, and a customer list from Wildman Business Group, LLC (WBG). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $2,937,222. Fair Value of Identifiable Assets Acquired:
Inventory |  | $ | 649,433 |
Property and Equipment |  |  | 34,099 |
Intangible - Customer List |  |  | 2,253,690 |
|  | $ | 2,937,222 |
Consideration Paid: |  |  |  |
Cash |  | $ | 521,174 |
Note Payable - Wildman |  |  | 162,358 |
Contingent Earn-Out Liability |  |  | 2,253,690 |
|  | $ | 2,937,222 |
G.A.P. Acquisition On January 31, 2022, the Company closed on an asset purchase agreement to acquire inventory, working capital, and a customer list from G.A.P. Promotions LLC (G.A.P.). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $3,245,872. Fair Value of Identifiable Assets Acquired:
Inventory |  | $ | 91,096 |
Working Capital |  |  | 879,486 |
Intangible - Customer List |  |  | 2,275,290 |
|  | $ | 3,245,872 |
Consideration Paid: |  |  |  |
Cash |  | $ | 1,510,872 |
Restricted Stock |  |  | 100,000 |
Contingent Earn-Out Liability |  |  | 1,635,000 |
|  | $ | 3,245,872 |
Trend Acquisition On August 31, 2022, the Company closed on an asset purchase agreement to acquire cash, accounts receivable, inventory, fixed assets, and a customer list from Trend Promotional Marketing Corporation (Trend). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $2,193,166. Fair Value of Identifiable Assets Acquired:
Cash |  | $ | 63,624 |
Accounts Receivable |  |  | 346,822 |
Inventory |  |  | 108,445 |
Fixed Assets |  |  | 14,444 |
Intangible - Customer List |  |  | 1,659,831 |
|  | $ | 2,193,166 |
Consideration Paid: |  |  |  |
Cash |  | $ | 1,488 |
Assumption of Liabilities |  |  | 721,334 |
Restricted Stock |  |  | 100,000 |
Contingent Earn-Out Liability |  |  | 1,370,344 |
|  | $ | 2,193,166 |
Premier Acquisition On December 20, 2022, the Company closed on an asset purchase agreement to acquire cash, accounts receivable, and a customer list from Premier Business Services (Premier). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $1,390,533. Fair Value of Identifiable Assets Acquired:
Cash |  | $ | 13,855 |
Accounts Receivable |  |  | 344,078 |
Intangible - Customer List |  |  | 1,032,600 |
|  | $ | 1,390,533 |
Consideration Paid: |  |  |  |
Cash |  | $ | 440,025 |
Assumption of Liabilities |  |  | 17,908 |
Restricted Stock |  |  | 25,000 |
Contingent Earn-Out Liability |  |  | 907,600 |
|  | $ | 1,390,533 |
T R Miller Acquisition On June 1, 2023, the Company closed on an asset purchase agreement to acquire working capital, fixed assets, and a customer list from T R Miller Co., Inc. (T R Miller). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $6,674,167. Fair Value of Identifiable Assets Acquired:
Working Capital, Net |  | $ | 1,462,732 |
Intangible - Customer List |  |  | 5,211,435 |
|  | $ | 6,674,167 |
Consideration Paid: |  |  |  |
Cash |  | $ | 2,123,072 |
Contingent Earn-Out Liability |  |  | 4,551,095 |
|  | $ | 6,674,167 |

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- Definition The entire disclosure for asset acquisition. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 15 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480123/805-50-15-3 + Details
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