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Aquisitions

9 Months Ended

Sep. 30, 2023

Aquisitions [Abstract]

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