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Business Combinations | 12 Months Ended
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Dec. 31, 2019
Business Combinations [Abstract] |
BUSINESS COMBINATIONS | NOTE 6 — BUSINESS COMBINATIONS As disclosed in Note 1, on April 9, 2018, the Company entered into a Memorandum of Sale by and among the Purchasers and GACP. In consideration for the sale and transfer of the Acquired Assets at the Closing, the Company assumed certain post-Closing obligations under assigned contracts and issued GACP a note payable for $12,500,000, through the deemed simultaneous financing of such purchase price to the Purchasers under the Credit Agreement. The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The results of operations of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired and liabilities assumed was allocated to goodwill. The amount assigned to goodwill was deemed appropriate based on several factors, including: (i) the multiple paid by market participants for businesses in the merchant card processing business; (ii) levels of eVance Payments, current and future projected cash flows; and (iii) the Company’s strategic business plan. Goodwill is expected to be deductible for tax purposes. The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below:
Consideration |  |  |
Consideration issued |  | $ | 12,500,000 |
Identified assets and liabilities |  |  |  |
Cash |  |  | 42,711 |
Accounts and other receivables |  |  | 480,302 |
Note receivable |  |  | 174,967 |
Prepaid expenses |  |  | 84,945 |
Long-term assets |  |  | 348,367 |
Property and equipment |  |  | 106,600 |
Accounts payable |  |  | (180,231 | )
Accrued Expenses |  |  | (105,877 | )
Merchant portfolios |  |  | 2,190,000 |
Tradename |  |  | 2,500,000 |
Total identified assets and liabilities |  |  | 5,641,784 |
Excess purchase price allocated to goodwill |  | $ | 6,858,216 |
Unaudited pro forma results of operations for the years ended December 31, 2018, as if the Company and its subsidiaries had been combined on January 1, 2018, follow. The pro forma results include estimates and assumptions which management believes are reasonable. The pro forma results do not include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the date indicated, or which may result in the future. The unaudited pro forma results of operations are as follows:
|  | 2018 |
Revenues |  | $ | 12,194,415 |
Operating loss |  | $ | (124,442 | )
Net loss |  | $ | (1,290,262 | )
Net loss per share – basic and diluted |  | $ | (0.24 | )

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- 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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- References No definition available. + Details
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