Acquisitions | NOTE 2 – ACQUISITIONS Acquisition of Tapped and Packed Ltd On November 1, 2017, DEPT-UK entered into an acquisition agreement (the “Tapped Acquisition Agreement”) with Tapped, a United Kingdom corporation. Richard Lilley, an individual (“Lilley”), was the owner of record of 100 capital shares of Tapped. Pursuant to the Tapped Acquisition Agreement, Tapped stock was transferred to DEPT-UK on November 1, 2017, in consideration of £175,000 and 1,546,875 shares of common stock of the Company. The £175,000 was paid in October 2017 as a prepayment to the completion date of November 1, 2017. Stefan Allesch-Taylor (“Allesch-Taylor”), Chairman of the Company, utilized his personally owned shares of common stock of the Company, and assigned the 1,546,875 shares (the “Allesch-Taylor Shares”) from his ownership to Lilley. In exchange for the use of the Allesch-Taylor Shares, which were provisionally valued at $1,918,125 (“Provisional Share Compensation Value”), the Board of Directors issued Allesch-Taylor 1,325,000 Preference Shares of DEPT-UK. The Provisional Share Compensation Value was determined by the previous day’s closing price of $1.24 per share. The Company’s common stock is thinly-traded and an insignificant amount of stock traded has historically caused significant fluctuations in the price per share of the Company’s common stock. The Company will utilize an independent third-party business valuation to determine the value of Tapped, as well as get an independent valuation of the Company’s common stock as of the date of the transaction. Management believes that the separate valuations will determine a fair and reasonable valuation thereby reducing the provisional goodwill recorded, as of June 30, 2018, of $2,185,012. The Allesch-Taylor Shares of common stock were assigned to Lilley on or about October 19, 2017 and were released in accordance to the agreement. See Notes 1, 7 and 8. Also in connection with the Tapped Acquisition Agreement, Gill and Lopez were appointed to serve on Tapped’s Board of Directors. The following table summarizes the consideration given for DEPT-UK and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 237,877 Common stock shares given 1,918,125 Total consideration given $ 2,156,002 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 200,582 Prepaid expense 92,052 Inventory 51,411 Fixed assets, net 73,337 Deposits 119,999 Accrued expenses (195,621 ) Short-term note payable (200,804 ) Director note (168,782 ) Deferred taxes (1,184 ) Total identifiable net liabilities (29,010 ) Goodwill 2,185,012 Total consideration $ 2,156,002 The revenue and net loss for Tapped, as reflected in the unaudited condensed consolidated statement of operations, for the six months ended June 30, 2018, to reflect the current period, was $1,056,081 and $56,725, respectively. Acquisition of Bea’s of Bloomsbury Limited On May 23, 2018, DEPT-UK entered into an acquisition agreement (the “Bea’s Acquisition Agreement”) with Bea’s, a United Kingdom corporation. Pursuant to the Bea’s Acquisition Agreement, Bea’s stock was transferred to DEPT-UK on May 23, 2018, in consideration of 1,933,239 shares of common stock of the Company. As of the date of this report, the shares have not been issued to the owners of Bea’s and are recorded as issuable as of June 30, 2018, as approved by the Board of Directors of the Company. The Company’s common stock was valued at $0.84 therefore the Company recorded the value of $1,623,921. Management recorded a provisional goodwill, as of June 30, 2018, of $1,698,321, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Notes 1, 7 and 8. The following table summarizes the consideration given by DEPT-UK and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Common stock shares given $ 1,623,921 Total consideration given $ 1,623,921 Fair value of identifiable assets acquired, and liabilities assumed: Prepaid expense $ 86,764 Inventory 36,311 Fixed assets, net 315,558 Deposits 54,357 Accounts payable (250,365 ) Accrued expenses (271,096 ) Short-term note payable (45,931 ) Total identifiable net liabilities (74,400 ) Goodwill 1,698,321 Total consideration $ 1,623,921 The revenue and loss for Bea’s, as reflected in the unaudited condensed consolidated statement of operations, for the six months ended June 30, 2018, to reflect the current period, was $166,201 and $31,562, respectively, and for the six months ended May 31, 2017, the historical financial statements are unavailable. Acquisition of Roasted Rituals Coffee Ltd On June 29, 2018, DEPT-UK entered into an acquisition agreement (the “Roasted Rituals Acquisition Agreement”) with Roasted Rituals, a United Kingdom corporation. Pursuant to the Roasted Rituals Acquisition Agreement, Roasted Rituals’ stock was transferred to DEPT-UK on June 29, 2018, in consideration of £175,000. The £175,000 is to be paid in tranches; £37,500 at closing, £62,500 on the first anniversary of the closing date, and £75,000 on the second anniversary of the closing date. The Company has recorded the liabilities as short-term and long-term, respectively. Management has calculated provisional goodwill of $181,593, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Note 1 and 7. The following table summarizes the consideration given for DEPT-UK and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 49,096 Accrued consideration 180,020 Total consideration given $ 229,116 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 27,078 Accounts receivable, net 11,350 Fixed assets, net 11,344 Accrued expenses (2,249 ) Total identifiable net assets 47,523 Goodwill 181,593 Total consideration $ 229,116 The revenue and loss for Roasted Rituals, as reflected in the unaudited condensed consolidated statement of operations, for the six months ended June 30, 2018, to reflect the current period, was $0 and $1,171, respectively, and for the six months ended May 31, 2017, the financial statements are unavailable. Acquisition of Tradewind Espresso Ltd On June 29, 2018, DEPT-UK entered into an acquisition agreement (the “Roasted Rituals Acquisition Agreement”) with Roasted Rituals, a United Kingdom corporation. Pursuant to the Roasted Rituals Acquisition Agreement, Roasted Rituals’ stock was transferred to DEPT-UK on June 29, 2018, in consideration of £175,000. The £175,000 is to be paid in tranches; £37,500 at closing, £62,500 on the first anniversary of the closing date, and £75,000 on the second anniversary of the closing date. The Company has recorded the liabilities as short-term and long-term, respectively. Management has calculated provisional goodwill of $197,565, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Note 1 and 7. The following table summarizes the consideration given by DEPT-UK and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 49,096 Accrued consideration 180,020 Total consideration given $ 229,116 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 31,569 Accounts receivable, net 473 Fixed assets, net 13,308 Accrued expenses (13,799 ) Total identifiable net assets 31,551 Goodwill 197,565 Total consideration $ 229,116 The revenue and loss for Tradewinds, as reflected in the unaudited condensed consolidated statement of operations, for the six months ended June 30, 2018, to reflect the current period, was $0 and $3,226, respectively, and for the six months ended May 31, 2017, the financial statements were unavailable. Pro-Forma Financial Information The following unaudited pro-forma data summarizes the result of the operations for the six months ended June 30, 2018 and May 31, 2017, as if the acquisition of Bea’s, Roasted Rituals and Tradewind had been completed on September 1, 2016, which was the beginning of the Company’s previous adjusted fiscal year (for comparison purposes) prior to the change to a calendar year end in March 2018. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place on September 1, 2016. For the Six Months Ended June 30, 2018 Roasted Pro-forma DOCASA Tapped Bea’s Rituals Tradewind Adjustments Combined Revenue, net $ 2,692,461 $ 1,056,081 $ 1,022,579 $ 63,790 $ 186,961 $ - $ 5,021,873 Operating expenses 4,642,058 1,112,806 1,223,736 66,380 204,933 - 7,249,913 Loss from operations (1,949,597 ) (56,725 ) (201,156 ) (2,590 ) (17,972 ) - (2,228,040 ) Other income (expense) (11,297 ) - - - - - (11,297 ) Loss before income taxes (1,960,894 ) (56,725 ) (201,156 ) (2,590 ) (17,972 ) - (2,239,337 ) Net Loss attributable to common shareholders $ (1,960,894 ) $ (56,725 ) $ (201,156 ) $ (2,590 ) $ (17,972 ) $ - $ (2,239,337 ) Net income (loss) per common share - basic $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding during the period - basic 151,143,287 151,143,287 For the Six Months Ended May 31, 2017 DOCASA Tapped Bea’s (a) Roasted Rituals Tradewind Pro-forma Adjustments Combined Revenue, net $ 1,100,939 $ 983,110 $ - $ 81,233 $ 186,420 $ - $ 2,351,702 Operating expenses 1,722,031 696,770 - 55,559 195,201 - 2,669,561 Income (loss) from operations (621,092 ) 286,340 - 25,674 (8,781 ) - (317,859 ) Other income (expense) (9,858 ) - - - - - (9,858 ) Income (loss) before income taxes (630,950 ) 286,340 - 25,674 (8,781 ) - (327,717 ) Net income (loss) attributable to common shareholders $ (630,950 ) $ 286,340 $ - $ 25,674 $ (8,781 ) $ - $ (327,717 ) Net loss per common share - basic $ (0.00 ) $ (0.00 ) Weighted average number of common shares outstanding during the period - basic 146,800,000 146,800,000 (a) Historical financial statements unavailable. |