Business Combination (Tables)
|
6 Months Ended |
Jun. 30, 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 |
|
|
2024 |
|
|
2023 |
|
| |
|
Unaudited
Pro Forma combined financials
PBI and UB
|
|
|
Unaudited
Pro Forma combined financials
for PBI and UB
|
|
| |
|
For the Three Months
ended June 30,
|
|
|
For the Six Months ended
June 30,
|
|
| |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
| Sales |
|
$ |
421,792 |
|
|
$ |
1,032,066 |
|
|
$ |
783,865 |
|
|
$ |
2,290,431 |
|
| Cost of goods sold |
|
$ |
377,541 |
|
|
$ |
549,821 |
|
|
$ |
628,751 |
|
|
$ |
1,237,397 |
|
| Operating expenses |
|
$ |
1,972,791 |
|
|
$ |
1,586,071 |
|
|
$ |
3,618,427 |
|
|
$ |
5,860,780 |
|
| Loss from operations |
|
$ |
(1,928,540 |
) |
|
$ |
(1,103,826 |
) |
|
$ |
(3,463,313 |
) |
|
$ |
(4,807,746 |
) |
| Loss per share |
|
$ |
(0.04 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.08 |
) |
|
$ |
(0.27 |
) |
|
| Schedule of Acquisition |
The
purchase price was 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 |
|
Notes
| (1) |
Options
owed as of March 31, 2024, were issued as of June 30, 2024. The Company recognized the option fair value as a liability “Options
Payable” as of March 31, 2024, for a total of $2,210,060 and recorded the additional paid in capital as of June 30, 2024. 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 |
|
|