NOTE 7. Business Combinations | The Company acquired three businesses during the nine months ended September 30, 2015. Business combinations are accounted for using the acquisition method, and the results of each of those acquired businesses are included in the condensed consolidated financial statements beginning on the respective acquisition date. Acquisition method accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the condensed consolidated financial statements, in conformity with ASC No. 820, "Fair Value Measurements and Disclosures" ("ASC 820"), represent the Company's best estimates. The fair value of consideration transferred in business combinations is allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The following estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially. The allocations of the acquisition price for recent acquisitions have been prepared on a preliminary basis, and changes to those allocations may occur as a result of final working capital adjustments and tax return filings. Acquired goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The Company paid these premiums for a number of reasons, including growing the Company's merchant and customer base, acquiring assembled workforces, expanding its presence in national markets and expanding and advancing its product offerings. The goodwill from these business combinations is generally not deductible for tax purposes. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. In accordance with ASC 805 "Business Combinations", if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including finalization of asset appraisals, the Company will refine its estimates of fair value to allocate the purchase price more accurately. Columbia Funmap, Inc. Acquisition The Company accounted for the purchase using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the consolidated financial statements, in conformity with ASC No. 820, "Fair Value Measurements and Disclosures" ("ASC 820"), represent the Company's best estimates using industry data and trends and by reference to relevant market rates and transactions. The following estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. In accordance with ASC 805, if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value to allocate the purchase price more accurately. On February 27, 2015, the Company entered into a Securities Purchase Agreement with, Columbia Funmap, Inc., a New Jersey Corporation, and Alan H. Beck, the President of Funmap for the purchase of 100% of common stock issued and outstanding of Funmap. The closing of the Securities Purchase Agreement occurred on February 27, 2015. The acquisition of Funmap will allow the Company to gain a distribution foothold in 35 metropolitan areas in North America and acquire control of a respected and vital travel tool for GLBT travelers, including the website www.gayosphere.com. The table below summarizes the preliminary estimates of fair value of the Funmap assets acquired and liabilities assumed as of the acquisition date. The net enterprise value of Funmap was valued at $3,479,834 which represented both the restricted common stock and notes issued by the Company for its 100% interest. Upon closing, the final purchase price consisted of the assumption of $93,968 of liabilities, issuance of 2,160,000 shares of restricted common stock to Mr. Beck, repayment of related party debt of $87,888 by issuing 92,250 shares of restricted common stock to Mr. Beck, and note to Mr. Beck totaling $10,000. Additionally, the Company entered into a consulting agreement with Mr. Beck under which Mr. Beck will act as a national sales manager. The agreement has a term of 36 months, provides compensation of $5,000 per month plus 15% of cash collected for print sales sold directly by Consultant; plus a 3% override on print sales of FunMaps™; plus 20% of collected online sales made by Consultant, personally. The preliminary purchase price allocation is as follows: Net tangible assets acquired and liabilities assumed: Cash and cash equivalents $ 17,240 Accounts receivable 64,382 Accounts payable (22,193 ) Loans (3,000 ) Credit cards (6,830 ) Line of credit (61,945 ) Subtotal Funmap net liabilities assumed (12,346 ) Amount of purchase price allocated to goodwill 3,479,834 Net assets acquired $ 3,467,488 Consideration paid: 2,160,000 shares of common stock 1) $ 3,369,600 92,250 shares of common stock issued for related party loans 87,888 Issuance of note 10,000 Total consideration $ 3,467,488 1) The fair value of the 2,160,000 ordinary shares issued as part of the consideration paid for Funmap was determined on the basis of our stock price on the acquisition date. RND Enterprises Inc. Asset Purchase On June 17, 2015, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with RND Enterprises, Inc. ("RND"), a New York company, pursuant to which the Company purchased substantially all of the assets of RND from its sole shareholder Mr. David Moyal, for a purchase price of $1,000,000, consisting of $200,000 in cash and $800,000 in shares of common stock. Immediately prior to the transaction, the 5% shareholder of RND transferred all his interests in RND to Mr. Moyal for nominal amount. In consideration, the Company agreed to pay to the minority shareholder $30,000 in cash and issue 750,000 shares of common stock valued at $0.40 per share. In aggregate, the Company completed the acquisition transaction for an amount equal to $1,330,000, consisting of $230,000 in cash payable at closing and $1,100,000 in the restricted shares of the Company's common stock, valued at $0.40 per share for a total of 2,750,000 shares. The transaction was closed on June 17, 2015. RND is engaged in the business of publishing an LGBT culture magazine known as Next Magazine The Company accounted for the purchase using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the consolidated financial statements, in conformity with ASC 820, represent the Company's best estimates using industry data and trends and by reference to relevant market rates and transactions. The following estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. In accordance with ASC 805, if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value to allocate the purchase price more accurately. The table below summarizes the preliminary estimates of fair value of the RND assets acquired and liabilities assumed as of the acquisition date. The net enterprise value of the net assets purchased was valued at $1,330,000 which represented both the cash paid and restricted common stock issued by the Company. The preliminary purchase price allocation is as follows: Assets $ - Liabilities Amount of purchase price allocated to intangibles 1,330,000 Net assets acquired $ 1,330,000 Consideration paid: 2,750,000 shares of common stock 1) $ 1,100,000 Cash at closing 230,000 Total consideration $ 1,330,000 1) The fair value of the 2,750,000 common stock issued as part of the consideration paid was determined to be $0.40 per share which is consistent with the price paid per share of $0.30 included in our 9% Convertible Promissory Notes. New Frontiers Media Holdings, LLCAcquisition On September 8, 2015, Multimedia Platforms, Inc. entered into that certain membership interest purchase agreement, dated as of September 8, 2015, with Mr. Michael A. Turner, the sole member of New Frontiers Media Holdings, LLC, a Delaware limited liability company, to purchase 100% of the membership interests of Frontiers Media (such agreement, together with all schedules, exhibits and attachments thereto, the "Purchase Agreement"). Pursuant to the Purchase Agreement, the Company paid the purchase price equal to $500,000 in cash, consisting of $250,000 payable at the closing date and the remaining $250,000 in the form of a promissory note accruing interest of 4.5% payable at the earlier of March 31, 2016 or the closing of an underwritten offering of not less than $3,000,000. In addition, the Mr. Turner shall also receive an aggregate of 14,400,000 shares of the Company's common stock, of which 3,000,000 shares of common stock shall be placed in escrow to be released upon achieving certain milestones. The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Additionally, On September 8, 2015, the Board of Directors (the "Board") of the Company appointed Mr. Turner as a member of the Board and President of Media Ventures Division of the Company. Mr. Turner will also remain as the President and Chairman of Frontiers Media. Under the Employment Agreement, Mr. Turner is entitled to an annual salary of $150,000 until the Company completes the closing of any underwritten offering of $3,000,000 or more, in which case, Mr. Turner's annual salary will be increased to $250,000. Pursuant to the Employment Agreement, Mr. Turner is eligible for an annual bonus to be determined by the Board and to participate in any other incentive plans (cash or equity) and employee benefits subject to the applicable terms of such plans or arrangements. The Employment Agreement provides for severance payments in the event the Company does not renew the Employment Agreement or the Company terminates Mr. Turner's employment without "Cause," Mr. Turner terminates his employment for "Good Reason" (or as a result of death or Permanent Disability) (each capitalized term as defined in the Employment Agreement). Mr. Turner's severance payment consists of a cash amount equal to the amount of base salary Mr. Turner would be entitled to based on the current year's base salary for one year following his termination. If Mr. Turner's employment is terminated due to non-renewal of the Employment Agreement by Mr. Turner, voluntary resignation by Mr. Turner without Good Reason or for Cause by the Company, then no severance is due to Mr. Turner under the Employment Agreement. The Employment Agreement contains restrictive covenant provisions applicable to Mr. Turner during his employment with the Company and for a specified period following his termination of employment in certain circumstances. The Company accounted for the purchase using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the consolidated financial statements, in conformity with ASC 820, represent the Company's best estimates using industry data and trends and by reference to relevant market rates and transactions. The following estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. In accordance with ASC 805, if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value to allocate the purchase price more accurately. The table below summarizes the preliminary estimates of fair value of the Frontiers Media assets acquired and liabilities assumed as of the acquisition date. The net enterprise value of Frontiers Media was valued at $4,730,000 which represented both the restricted common stock and notes issued by the Company for its 100% interest. Due to the lack of liquidity and volume in our common stock and significant share issuance to Mr. Turner, the market price of our common stock is not an accurate gauge of its value. Thus, management has assessed the fair value based on recent issuances of $2,635,000 of convertible notes with a $0.30 conversion price. The preliminary purchase price allocation is as follows: Net tangible assets acquired and liabilities assumed: Cash and cash equivalents $ (21,396 ) Accounts receivable 144,954 Other assets 33,773 PP&E 26,000 Deposits 9,120 Client list 500,000 MMP advances (19,004 ) Loans (195,000 ) Accounts payable and accrued liabilities (402,644 ) Subtotal Frontiers net liabilities assumed $ 75,803 Amount of purchase price allocated to goodwill 4,654,197 Net assets acquired $ 4,730,000 Consideration paid: 11,400,000 shares of common stock 1) $ 3,420,000 3,000,000 contingent shares 1) 810,000 Issuance of note 250,000 Cash paid 250,000 Total consideration $ 4,730,000 1) The fair value of the 11,400,000 ordinary shares issued as part of the consideration paid for Frontiers Media was determined on the basis of our convertible promissory notes $0.30 conversion price. The 3,000,000 contingent shares were placed into escrow and will be released to Mr. Turner upon achieving certain milestones. These shares were valued based on a 90% probability that the related milestones would be met. Pro Forma Adjusted Summary The results of operations for FUMNAP, RND and Frontiers Media have been included in the condensed consolidated financial statements subsequent to their acquisition dates. Under the acquisition method of accounting, the total purchase price was allocated to the tangible and intangible assets acquired on the basis of their respective estimated fair values at the dates of acquisition. The valuation of the identifiable intangible assets and their useful lives acquired reflects management's estimates. The following schedule presents unaudited consolidated pro forma results of operations data as if the acquisitions had occurred on January 1, 2014. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company: Three Months Ended September 30, 2015 2014 Net revenue $ 717,652 $ 823,078 Gross profit 265,549 381,765 Operating costs (1,498,475 ) (830,227 ) Stock compensation (576,750 ) - Interest expense (404,715 ) - Change in fair value of derivatives (175,057 ) Net income (loss) $ (2,389,448 ) $ (448,462 ) Nine Months Ended September 30, 2015 2014 Net revenue $ 2,387,756 $ 2,742,762 Gross profit 1,145,247 1,541,748 Operating costs (3,835,388 ) (2,270,249 ) Stock compensation (1,729,989 ) - Goodwill impairment (2,729,834 ) - Interest expense (637,279 ) - Change in fair value of derivatives (8,566,231 ) - Net (loss) $ (16,353,474 ) $ (728,501 ) All expenditures incurred in connection with the acquisitions were expensed and are included in selling, general and administrative expenses. The Company impaired $2,729,834 of goodwill related to the Funmap purchase, See "NOTE 8 – GOODWILL" for additional information. |