XML 30 R12.htm IDEA: XBRL DOCUMENT v2.4.1.9
BUSINESS COMBINATIONS
 6 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
NOTE 7 - BUSINESS COMBINATIONS
 
The Momspot Acquisition
 
Pursuant to the terms of a Membership Interest Purchase Agreement, dated July, 2013, the Company acquired a 51% equity interest in Momspot LLC, (“Momspot”) in exchange for the Company’s commitment to contribute up to $165 of working capital to Momspot over a two-year period to fund its business development and operations. Simultaneous with the acquisition the Company became a party to the Momspot Operating Agreement and the manager thereunder. Momspot meets the definition of a “business” in accordance with ASC Topic 805.
 
MomSpot is a start-up company. Momspot’s goal is to be the premier specialty retail affiliate marketing company targeting women between the ages of 24 and 45 who are either mothers or expecting their first child (“Moms”).
 
The results for Momspot for the period ended December 31, 2014 are consolidated in the unaudited condensed consolidated financial statements within this document.
 
The fair value of the purchase consideration was allocated to fair value of the net tangible assets acquired, with the resulting excess allocated to separately identifiable intangibles, and the remainder recorded as goodwill, if any.  
 
The purchase price was allocated as follows:
 
Purchase Consideration: 
Fair value of Momspot (1)
 
$
-
 
 
 
 
 
 
Tangible assets acquired
 
 
-
 
 
 
(1)
Fair value, which was not material, was based upon the fair value of the cash consideration paid by the Company for the acquisition of Momspot ($0 consideration received) and a discounted cash flow analysis, including the calculation of the present value of the terminal value of cash flows, and supporting analysis that included a comparison of selected financial data of the Company with similar data of other publicly held companies comparable to ours in terms of end markets, operational characteristics, growth prospects and geographical footprint.