ACQUISITIONS | NOTE 3 – ACQUISITIONS SuperFit Foods Acquisition On March 25, 2021, the Company entered into an asset purchase agreement with Superfit Foods, LLC, a Florida limited liability company and Superfit Foods, LLC, a Nevada limited liability company (the “Superfit Acquisition”). The purchase price of the assets and rights was $ 1,150,000 . The purchase price is payable as follows: $ 500,000 that was paid at closing, of which $ 25,000 was released from an escrow account held by our attorney, and $ 625,000 paid in 268,240 shares of common stock to be held for six months before being registered. The remaining $25,000 shall be paid in shares of common stock provided that the seller meets various obligation, within 60 days, as outline in the purchase agreement. As of September 30, 2021, the Company and former owner agreed that not all obligations were met, and we have no further obligation to issue the $ 25,000 The Company acquired the following assets as part of the purchase agreement: SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS Furniture and equipment $ 82,000 Vehicles 55,000 Tradename 45,000 Customer list 140,000 Domain name 125,000 Proprietary Recipes 160,000 Non-compete agreement 260,000 Goodwill 283,000 Total assets acquired $ 1,150,000 The unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company and SuperFits Foods, LLC as though the acquisition had occurred as of January 1, 2020. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results. SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE 2021 2020 2021 2020 Pro Forma Pro Forma (Unaudited) (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues $ 3,350,105 $ 2,014,395 $ 7,876,672 $ 4,262,540 Restaurant operating expenses 3,453,244 2,010,918 8,508,874 4,378,577 Total cost and expenses 4,986,404 2,661,445 15,487,578 11,660,079 Loss from Operations (1,636,299 ) (647,050 ) (7,610,906 ) (7,397,539 ) Pokemoto Acquisition On May 14, 2021, the Company entered into Membership Interest Purchase Agreement with the members (the (“Poke Sellers”) of PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, each a Connecticut limited liability company (collectively, the “Poke Entities”) pursuant to which the Company acquired all of the issued and outstanding membership interest of the Poke Entities in consideration of $ 4,000,000 730,000 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements In a related transaction, on May 14, 2021, the Company and the Poke Sellers entered into a Membership Interest Exchange Agreement pursuant to which the Company acquired Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC, each a Connecticut limited liability company (collectively, the Poke Entities II”) in exchange for shares of common stock of the Company valued at $ 1,250,000 880,282 Poke Entities and Poke Entities II are hereinafter referred to as “Pokemoto”. The Company acquired the following assets as part of the purchase agreement: SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS Purchase Price $ 5,980,000 Assets Cash $ 1,184,610 Accounts Receivables 60,208 Inventory 19,500 Property and Equipment 297,529 Intangible assets, net 4,560,000 Operating lease right-of-use assets, net 719,941 Security deposits and other assets 35,580 $ 6,877,368 Liabilities Accounts payable and accrued expenses $ 282,457 Other notes payable 1,462,453 Deferred revenue 123,416 Operating lease liability 751,258 $ 2,619,584 Fair value of identifiable net assets acquired 4,257,784 Goodwill $ 1,722,216 Identifiable intangible assets acquired include the following: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS Fair Value Weighted average amortization period Tradename $ 175,000 5.00 Franchise License 2,775,000 10.00 Proprietary Recipes 1,130,000 7.00 Non-Compete 480,000 2.00 $ 4,560,000 8.22 The unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company and Pokemoto, LLC as though the acquisition had occurred as of January 1, 2020. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results. SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE 2021 2020 2021 2020 Pro Forma Pro Forma (Unaudited) (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues $ 3,350,105 $ 2,025,219 $ 8,666,00 $ 5,227,429 Restaurant operating expenses 3,453,244 1,855,289 8,919,110 4,940,589 Total cost and expenses 4,986,404 2,632,971 16,170,438 12,510,336 Loss from Operations (1,636,299 ) (607,752 ) (7,504,434 ) (7,282,907 ) Combined Results The unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company for both acquisitions, SuperFit Foods, LCC and Pokemoto, LLC as though the acquisition had occurred as of January 1, 2020. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results. SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE 2021 2020 2021 2020 Pro Forma Pro Forma (Unaudited) (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues $ 3,350,105 $ 2,887,069 $ 9,173504 $ 6,089,279 Restaurant operating expenses 3,453,244 2,627,597 9,373,883 5,712,897 Total cost and expenses 4,986,404 3,405,279 16,625,211 13,282,644 Loss from Operations (1,636,299 ) (518,210 ) (7,451,707 ) (7,193,365 ) MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements |