Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  



  (a) On December 23, 2014, Media acquired the membership interests of KSIX and BMG, See Note 1. The consideration was a cash down payment of $50,000 and a note payable in the amount of $950,000 as described in Note 9. The assets acquired and liabilities assumed are summarized as follows:


Cash   $ 31,334  
Accounts receivable     278,171  
Prepaid expenses     4,715  
Property and equipment     4,585  
Intangible assets (See Note 5)     1,143,162  
Total assets     1,461,967  
Accounts payable and accrued expenses     (146,301 )
Notes payable and long-term debt     (261,586 )
 Net assets acquired     1,054,080  
Gain on bargain purchase     (54,080 )
Consideration   $ 1,000,000  


KSIX and BMG operating results for the comparative year ended December 31, 2014 were as follows:


Revenue   $ 2,674,478  
Net income   $ 33,299  


  (b) On April 27, 2015, Holdings (formerly North American Energy Resources, Inc., the Registrant) entered into a Share Exchange Agreement (the “Agreement”) with all of the shareholders of Media. Pursuant to the Agreement, the Company acquired the 22,600,000 issued and outstanding shares of Media and issued 28,000,000 restricted shares of the Company’s common stock in exchange. The transaction resulted in the shareholders of Media owning approximately 90% of the resulting outstanding shares at that time and accordingly, the transaction is accounted for as a reverse merger with Media being the accounting survivor of the Company.
  (c) On October 12, 2015, the Company entered into an Agreement for the Exchange of Common Stock (“Agreement”) with DIQ and its sole owner. DIQ, whose primary business operation is a full service digital advertising agency specializing in survey generation and landing page optimization specifically designed for mass tort action lawsuits, became a wholly owned subsidiary of the Company. The consideration included 1,250,000 shares of the Company’s common stock, a cash payment of $250,000 and three $250,000 notes (see Note 9)


The Company has estimated the fair value of the assets acquired and liabilities assumed as part of the acquisition and is currently undergoing a formal valuation and will adjust these estimates accordingly within the one year measurement period:


Cash   $ 128,063  
Accounts receivable     4,800  
Intangible assets (See Note 5)     1,630,973  
Total assets     1,763,836  
Accounts payable and accrued expenses     (6,244 )
Credit card liability     (153,097 )
Deferred revenue     (288,720 )
 Net assets acquired   $ 1,315,775  
Cash and notes issued, net   $ 850,000  
Debt discount     (9,225 )
Value of common stock issued     475,000  
Total consideration   $ 1,315,775  


Operating results for the period from inception (July 23, 2014) through December 31, 2014 and from January 1, 2015 through the date of acquisition (October 12, 2015) are included below:


    2015     2014  
Revenue   $ 3,720,955     $ 876,699  
Net income   $ (250,664 )   $ (118,035 )