Quarterly report pursuant to Section 13 or 15(d)

Merger Agreement (Tables)

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Merger Agreement (Tables)
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Schedule of Merger Transaction Investment

Following the closing of the merger transaction the Company’s investment in TW consisted of the following:

 

    Shares     Amount  
Consideration paid prior to Closing:                
Cash paid           $ 500,000  
Common stock issued     12,000,000       1,200,000  
Total consideration paid     12,000,000     $ 1,700,000  
Consideration paid at Closing:                
Common stock to be issued at closing (1)     152,555,416     $ 60,683,006  
Series A Preferred Stock to be issued at closing     3,000,000       120,000  
Note payable due December 31, 2018             3,000,000  
Total consideration to be paid           $ 63,803,006  
                 
Total consideration           $ 65,503,006  

 

  (1) The Common Shares issued at closing of the Merger Transaction were valued at approximately $0.40 per share.

Schedule of Unaudited Pro-forma Combined Results of Operations

The following presents the unaudited pro-forma combined results of operations of the Company with the TW Business as if the entities were combined on January 1, 2017.

 

    Three Months 
Ended
   

Nine Months

Ended

   

Nine Months

Ended

 
    September 30, 2017     September 30, 2017     September 30, 2018  
Revenues, net   $ 1,660,676     $ 4,504,585     $ 5,547,888  
Net income (loss)   $ 2,310,938     $ 154,231     $ (664,837 )
Net income (loss) per share   $ 0.03     $ 0.04     $ (0.01 )
Weighted average number of shares outstanding     71,999,426       62,940,297       86,066,723