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GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended
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Mar. 31, 2023
GOODWILL AND OTHER INTANGIBLE ASSETS |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill is derived from our 2019 business combination as well as our five business combinations in the first three quarters of 2021. The aggregate goodwill recognized from our five 2021 acquisitions was $6,731,852 while the remaining goodwill from the 2019 acquisition was $3,517,315 at December 31, 2020. The Company performed a goodwill impairment test during 2021 using market data and discounted cash flow analysis. Based on that test, we have determined that the carrying value of goodwill related to the 2019 acquisition of Genesys was further impaired in the amount of $2,530,325 during 2021. The Company performed its annual goodwill impairment test during 2022 using market data and discounted cash flow analysis and determined that goodwill was further impaired by $582,114. The changes in the carrying amount of goodwill for the periods ended March 31, 2023 and December 31, 2022 are as follows:
|  | 2023 |  |  | 2022 |
Carrying value - January 1 |  | $ | 7,101,084 |  |  | $ | 7,718,842 |
Purchase price measurement period adjustments |  |  | - |  |  |  | (35,644 | )
Impairment losses |  |  | - |  |  |  | (582,114 | )
Carrying value - end of period |  | $ | 7,101,084 |  |  | $ | 7,101,084 |
Intangible Assets On March 31, 2019, the Company acquired Intangible assets totaling $1,910,072 from Genesys, including customer contracts and intellectual property which are being amortized over the three year useful life. During 2021, we acquired certain intangible assets pursuant to our Scouted, Upsider, OneWire, Parrut, and Novo Group acquisitions. These intangible assets aggregate approximately $11.6 million and consist primarily of sales and client relationships, contracts, intellectual property, partnership and vendor agreements and certain other assets. We completed the accounting and valuations of the assets acquired. Intangible assets are summarized as follows:
|  | 2023 |  |  | 2022 |
Customer contracts |  | $ | 8,093,787 |  |  | $ | 8,093,787 |
Software acquired |  |  | 3,785,434 |  |  |  | 3,785,434 |
License |  |  | 1,726,965 |  |  |  | 1,726,965 |
Internal use software developed |  |  | 325,492 |  |  |  | 325,491 |
Domains |  |  | 40,862 |  |  |  | 40,862 |
|  |  | 13,972,540 |  |  |  | 13,972,539 |
Less accumulated amortization |  |  | (7,863,149 | ) |  |  | (7,555,422 | )
Total |  |  | 6,109,391 |  |  |  | 6,417,117 |
Less accumulated impairment |  |  | (3,838,425 | ) |  |  | (3,838,425 | )
Carrying value |  | $ | 2,270,966 |  |  | $ | 2,578,692 |
Amortization expense of intangible assets was $307,726 and $1,008,473 for the three months ended March 31, 2023 and 2022, respectively, related to the intangible assets acquired in business combinations. Future amortization of intangible assets is expected to be approximately as follows: 2023 (remainder of year), $929,322; 2024 $739,547; 2025, $455,683; 2026, $121,279; 2027, $2,738; and thereafter, $22,397. The Company began amortizing intangible assets from the Scouted, Upsider and OneWire acquisitions in the second quarter of 2021 and the Parrut and Novo Group acquisitions in the third quarter of 2021. The Company performed its impairment test during 2022 using the market and income approach, and determined that the Company’s customer contracts, software acquired, internal use software developed, and domains were impaired by $3,838,425. On November 21, 2022, the Company entered into a Domain Name sale and Ownership Transfer Agreement with Chief Executive Group (“CEG”). Per the agreement, the Company agreed to sell and transfer to CEG all ownership rights in and to the domain name CFO-Job.com and its associated social media property (“Domain Assets’). In exchange for the Domain Assets, the Company received cash consideration of $50,000, and $200,000 worth of advertising from CEG. Half of the advertising consideration is to be used within one year of this agreement, and the remaining balance is to be used within two years of the agreement. During the year ended December 31, 2022, the Company recorded a gain on sale of intangible asset of $250,000 which was included in general and administrative expenses on the consolidated statements of operations during the year ended December 31, 2022. The Company additionally recorded a prepaid advertising expense within prepaid expenses and other current assets on the consolidated balance sheet. As of March 31, 2023, the Company utilized approximately $20,000 of advertising from CEG. On December 5, 2022, The Company entered into an asset purchase agreement in which the Company sold to a third party Upsider’s candidate sourcing and engagement platform and all related intellectual property for $1,000,000 in cash consideration. The recorded value of the internal use software developed at the date of the sale was $1,000,000 resulting in no gain or loss on the sale. For a period of eighteen months from the date of the sale, the Company will have continued access to this platform.

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- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI https://asc.fasb.org/topic&trid=2144416 + Details
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