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Business Acquisition

12 Months Ended

Oct. 31, 2019

NOTE 5 – BUSINESS ACQUISITION:

Pursuant to the terms of an Asset Purchase Agreement dated April 24, 2018 (the “Generations Agreement”), by and among Generations Coffee Company, LLC (“GCC”), the entity formed as a result of the Company’s joint venture with Caruso’s Coffee, Inc., Steep & Brew, Inc. (“the Seller”) a Wisconsin corporation and the stockholder of the Seller. GCC purchased substantially all the assets, including equipment, inventory, customer list and relationships (the “Assets”) of the Seller. This was accounted for as a business combination.

As part of the transaction, all of the employees of the Seller will be leased to GCC for a transitional period ending July 31, 2018 (or earlier date as may be agreed in writing between GCC and the Seller). In addition, on April 24, 2018, GCC entered into a three month advisory agreement (the “Advisory Agreement”), with one of the Seller’s executives (the “Executive”), on an independent contractor basis, to ensure continuity of the business and to continue to operate the business located in Wisconsin. After completion of the first three month term, the Advisory Agreement will automatically expire, subject to renewal by mutual agreement of the parties. Pursuant to the terms of the Advisory Agreement, the Executive is entitled to cash compensation of $7,000 per month, as well as reimbursement by GCC of the Executive of up to $815 per month for health insurance benefits for the Executive paid by the seller.

The following table summarizes the amounts of assets purchased:

Assets acquired:
Accounts receivable	$	86,442
Inventory		1,116,021
Equipment		221,283
Prepaid expenses		28,913
Non-compete		99,000
Customer lists		245,000
Tradename		668,000
Goodwill		363,396
Less: Liability assumed		10,210
Less: Note payable		140,510
Cash paid	$	2,677,335

Pro Forma Results of Operations (unaudited)

The following pro forma results of operations for the twelve months ended October 31, 2018 has been prepared as though the business acquisition had occurred as of November 1, 2017 retroactively to the beginning of the period. This pro forma financial information is not indicative of the results of operations that the Company would have attained had the acquisition occurred at the beginning of the periods presented, nor is the pro forma financial information indicative of the results of operations that may occur in the future:

	Twelve Months Ended October 31,
	2018

Pro forma sales	$	95,900,631
Pro forma net income (loss)	$	940,437
Pro forma basic and diluted earnings per share	$	.17

The operations have been included in the Company’s consolidated statement of operations since the date of the acquisition on April 24, 2018. The total revenue and net income included within the Company’s results of operations for the year ended October 31, 2018 amounted $5,512,930 $186,600, respectively.