UNICORNS ACQUISITION | NOTE 4 – UNICORNS ACQUISITION Unicorns Acquisition In April 2021, Alex Konanykhin, founder of Unicorns, a Nevada corporation, transferred 50,000,001 75,000,000 66.67 In addition to the Company’s 66.67% interest in Unicorns, 20,000,000 shares of Unicorns or 26.7% are held by officers and directors of the Company. This consists of 5,000,000 shares or 6.67% held by Alex Konanykhin, CEO of TransparentBusiness, 5,000,000 shares or 6.67% held by Silvina Moschini, President of TransparentBusiness, 2,500,000 shares or 3.33% held by Andrew Winn, CFO of TransparentBusiness and 7,500,000 shares or 10.00% held by Moe Vela, a TransparentBusiness director. The remaining 5,000,000 shares, or 6.67%, are held by Craig Plestis, Executive Producer of the Unicorn Hunters show. Because the same related party shareholder group owned a majority of the voting shares of both companies prior to and after the issuance of shares to TransparentBusiness, Unicorns and the Company are considered to be entities under common control. Management evaluated whether Unicorns meets the criteria for classification as a VIE or as a voting interest entity (“VOE”) and concluded that Unicorns meets the criteria of a VIE. Management further concluded that the Company is the primary beneficiary of the Unicorns VIE because the Company has the power to direct the activities that most affect its economic performance and further has the obligation to absorb losses and the right to receive benefits that could be significant to the VIE. Accordingly, the Company is required to consolidate Unicorns as a VIE. Unicorns was consolidated in the Company’s financial statements prior to it being acquired in April 2021 as an entity under common control with the Company. The Unicorns NCI was 100% prior to the April acquisition because the Company didn’t own any shares of Unicorns stock. Subsequent to issuance of 66.67% of Unicorns shares to the Company in April 2021, the NCI decreased from 100% to 33.33%. In accordance with ASC 810 – Consolidations, the Company initially measured the assets and liabilities of Unicorns, including the NCI, at their previous carrying amounts because Unicorns and the Company are under common control. The Company’s consolidated balance sheets included the following assets and liabilities of Unicorns, after eliminations, as of March 31, 2022 and December 31, 2021, respectively. Schedule of consolidated balance sheet March 31, December 31, Assets Cash and cash equivalents $ 229,517 $ 230,059 Accounts receivable, net 8,420,000 4,281,000 Prepaid expenses and other current assets 928,458 46,273 Total assets 9,577,975 4,557,332 Liabilities Income tax payable $ 116,485 $ - Accrued expenses 134,918 86,996 Total liabilities 251,403 86,996 As part of the agreement in which the Company received 50,000,001 10,000 18,949 16,775 As more fully discussed in Note 6 – Segment Information, Unicorns is a separate reportable segment for the Company. Refer to Note 6 for revenues, cost of revenues and gross profit related to Unicorns. Unicorns NCI The NCI of Unicorns as of March 31, 2021 was negative $ 745 2.5 7.5 12,336 4,608 4,606 2,657 886 3,720 Unicorn Hunters Revenue and Non-Cash Receivables Revenue and accounts receivable for Unicorns generally consists of the fair value of stock options or warrants committed from companies that have appeared on the Unicorn Hunters show. The options or warrants underlying the commitments typically have terms of five to ten years and accounts receivable are recorded at the estimated fair value of such options or warrants as determined at contract inception. The estimated fair value of stock options and warrants, expected to be received as consideration, is dependent on the fair value of the underlying equity of each privately held presenting company. The fair value of such underlying private company equity is determined based on (i) the valuation indicated in a recent round of financing (ii) a recent pre-existing third-party valuation report or (iii) a new third-party valuation report as of or near the date of contract inception. Third-party valuation reports consider factors such as recent financing rounds, third-party financing transactions, discounted cash flow analyses and market-based information, including comparable transactions, trading multiples and other factors based on facts and circumstances specific to each privately held presenting company. For non-cash consideration in the form of “stock options” or “warrants” of the presenting company, the Company, with assistance from third-party valuation advisors, determines the fair value of such consideration using the Black-Scholes option pricing model which, in addition to the fair value of underlying stock, considers the term of the stock options or warrants, exercise price, volatility, interest rate and dividend yield. These are Level 3 estimates under the fair value hierarchy because they involve significant unobservable inputs. The valuation of stock options or warrants committed by Unicorns customers requires management judgement due to the absence of an observable market price for those options or warrants. Unicorns invoices customers for the number of committed options or warrants, and records the corresponding revenue and accounts receivable, when an episode is distributed for broadcast or streaming. Unicorns receivables are classified as current because the underlying option or warrant certificates are expected to be received within one year of invoicing. Subsequent to issuance of these option or warrant certificates to the Company, the related receivables will be reclassified to a long-term asset account representing investments in private company equity securities. Accounting for Investments in Private Companies In accordance with ASC 321 “Investments-Equity Securities” (“ASC 321”), equity securities for which the Company has no significant influence (generally less than a 20% ownership interest), and which do not have readily determinable fair values, are accounted for using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or a similar investments of the same issuer. All gains and losses on investments in equity securities are recognized in the Statements of Operations. The Company regularly reviews such equity securities for impairment based on a qualitative assessment which includes, but is not limited to (i) significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee, (ii) significant adverse changes in the regulatory, economic or technological environment of the investee and (iii) significant adverse changes in the general market condition of either the geographical area or the industry in which the investee operates, (iv) a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment, (v) factors that raise significant concerns about the investee’s ability to continue as a going concern such as negative cash flows from operations, working capital deficiencies, or non-compliance with statutory capital requirements or debt covenants. If an equity security is impaired, an impairment loss is recognized in the Statements of Operations equal to the difference between the fair value of the investment and its carrying amount. If such impairment is determined prior to receiving options or warrants to be received as consideration for Unicorns customer contracts, the related loss on impairment is reflected as bad debt expense. As of March 31, 2022, all such commitments to issue options or warrants remain classified in accounts receivable and no impairment or bad debt expense have been recorded to-date. |