Business Combination (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
|---|
| Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
|
| Schedule of Unaudited Pro Forma Results of Operations |
Schedule
of Unaudited Pro Forma Results of Operations
| |
|
2024 |
|
|
2023 |
|
| |
|
Unaudited |
|
| |
|
Pro Forma combined financials PBI and UB |
|
| |
|
For the Three Months ended March 31, |
|
| |
|
2024 |
|
|
2023 |
|
| Sales |
|
$ |
362,073 |
|
|
$ |
1,258,365 |
|
| Cost of goods sold |
|
$ |
251,210 |
|
|
$ |
687,576 |
|
| Operating expenses |
|
$ |
1,645,636 |
|
|
$ |
4,274,709 |
|
| Loss from operations |
|
$ |
(1,534,773 |
) |
|
$ |
(3,703,920 |
) |
| Loss per share |
|
$ |
(0.04 |
) |
|
$ |
(0.23 |
) |
|
| Schedule of Acquisition |
The
purchase price is as follows:
Schedule of Acquisition
| |
|
|
|
|
| Fair value of options issued to sellers of UB and finders (1) |
|
$ |
2,210,060 |
|
| Preferred shares DD issued |
|
$ |
1,066,800 |
|
| Cost of acquisition: |
|
|
|
|
| Fair value of options issued to finders (1) (2) |
|
$ |
(210,060 |
) |
| Total consideration paid |
|
$ |
3,066,800
|
|
| (1) |
|
Options were owed as of March 31, 2024, but not yet issued. Therefore, the
Company recognized the option fair value as a liability “Options Payable” as of March 31, 2024, for a total of
$2,210,060. In computing fair value, a Black Scholes computation was performed with the following variables: |
Notes
| (1) |
|
Options were owed as of March 31, 2024, but not yet issued. Therefore, the Company recognized
the option fair value as a liability “Options Payable” as of March 31, 2024, for a total of $2,210,060.
In computing fair value, a Black Scholes computation was performed with the following variables: |
| |
a. |
For
options issued to the sellers of UB, valued at $2,000,000 |
| |
i. |
Expected
time to maturity = 5 years |
| |
ii. |
Annual
risk free rate = 4.08% |
| |
iii. |
Annualized
volatility = 118% |
| |
b. |
For
options issued as investment banker fees, valued at $210,060 |
| |
i. |
Expected
time to maturity = 2.5 years |
| |
ii. |
Annual
risk free rate = 4.18% |
| |
iii. |
Annualized
volatility = 103% |
| (2) |
|
This amount was expensed in the statement of operations. |
|
| Schedule of Estimated Fair Value Of Assets And Liabilities Acquired |
Upon
analysis of Uncle Bud’s business combination, the Company has estimated the fair value of the assets and liabilities acquired as
follows:
Schedule
of Estimated Fair Value Of Assets And Liabilities Acquired
| |
|
Estimate of Fair Value |
|
| Assets Acquired |
|
|
|
|
| Accounts Receivable |
|
$ |
5,123 |
|
| Inventory |
|
|
350,922 |
|
| Customer list |
|
|
664,237 |
|
| Goodwill |
|
|
4,727,976 |
|
| Intangible assets |
|
|
1,516 |
|
| Total assets |
|
$ |
5,749,774 |
|
| |
|
|
|
|
| Liabilities Assumed |
|
|
|
|
| Accounts payable |
|
$ |
1,344,254 |
|
| Accrued liabilities |
|
|
522,145 |
|
| Other current liabilities |
|
|
14,360 |
|
| Term loan liabilities |
|
|
68,000 |
|
| Line of credit |
|
|
734,215 |
|
| Total liabilities assumed |
|
|
2,682,974 |
|
| Total |
|
$ |
3,066,800 |
|
|