| Schedule of Fair Value of Assets Acquired and Liabilities Assumed |
The following table summarizes the acquisition
date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed including an amount for goodwill:
| Consideration Paid: |
|
|
|
| Cash and cash equivalents |
|
$ |
394,622 |
|
| Common stock, 1,295,000 shares of BSFC common stock |
|
|
2,590,000 |
|
| 4% Unsecured promissory note |
|
|
500,000 |
|
| 4% Unsecured, Convertible promissory note payable to seller |
|
|
210,000 |
|
| Fair value of total consideration |
|
$ |
3,694,622 |
|
| |
|
|
|
|
| Recognized amount of identifiable assets acquired and liabilities assumed: |
|
|
|
|
| Financial assets: |
|
|
|
|
| Cash and cash equivalents |
|
$ |
133,956 |
|
| Accounts receivables |
|
|
1,141,658 |
|
| Inventory |
|
|
1,562,973 |
|
| Inventory Step Up |
|
|
105,000 |
|
| Prepaid and other assets |
|
|
134,254 |
|
| Right of Use Assets |
|
|
100,640 |
|
| Property and equipment |
|
|
9,713 |
|
| Identifiable intangible assets: |
|
|
|
|
| Trademarks |
|
|
850,000 |
|
| Customer Relationships |
|
|
1,250,000 |
|
| Non-Compete Agreements |
|
|
40,000 |
|
| Financial liabilities: |
|
|
|
|
| Accounts payable and accrued liabilities |
|
|
(816,435 |
) |
| Right of Use Liability |
|
|
(100,640 |
) |
| Working Capital Line of Credit |
|
|
(1,161,892 |
) |
| Total identifiable net assets |
|
|
3,249,227 |
|
| Goodwill |
|
|
445,395 |
|
| Total net value of assets assumed |
|
$ |
3,694,622 |
|
|
| Schedule of Proforma Information |
The following is the unaudited pro forma information
assuming all business acquisitions occurred on January 1, 2018. For all of the business acquisitions depreciation and amortization
have been included in the calculation of the below pro forma information based upon the actual acquisition costs.
| |
|
For the Years Ended December 31 |
|
| |
|
2019 |
|
|
2018 |
|
| Revenue |
|
$ |
33,057,338 |
|
|
$ |
43,617,933 |
|
| Net Loss |
|
$ |
(5,048,290 |
) |
|
$ |
(2,518,653 |
) |
| Basic and Diluted Loss per Share |
|
$ |
(0.31 |
) |
|
$ |
(0.17 |
) |
| Basic and Diluted Weighted Average Common Shares Outstanding |
|
|
16,201,766 |
|
|
|
15,147,384 |
|
|