Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.6.0.2
Acquisitions
6 Months Ended
Jun. 30, 2016
Business Combinations [Abstract]  
Acquisitions

4 ACQUISITIONS

 

  (a) 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.
     
  (b) 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, if necessary, 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 of DIQ for the three and six months ended June 30, 2015 follow:

 

    Three Months     Six Months  
    Ended     Ended  
    June 30, 2015     June 30, 2015  
             
Revenue   $ 1,272,920     $ 2,906,540  
                 
Net income (loss)   $ (42,173 )   $ 22,006