Quarterly report pursuant to Section 13 or 15(d)

Reverse Acquisition

v3.5.0.2
Reverse Acquisition
9 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
Reverse Acquisition
3. Reverse Acquisition

 

The Company accounted for the Merger Agreement with Timefire as a reverse acquisition, with Timefire being the accounting acquirer. In its determination that Timefire was the accounting acquirer, the Company considered pertinent facts and circumstances, including the following: (i) the Timefire owners received the largest portion of the voting rights of the combined entity; (ii) the management team of the combined entity is primarily comprised of owners or management of Timefire; (iii) the Board of Directors of the combined entity is primarily comprised of owners, management or affiliates of Timefire; (iv) the continuing business of the combined entity will be the business of Timefire. In accounting for the reverse acquisition, the Company considered the market price of its common stock to be the most reliable measure of the consideration effectively transferred. On the acquisition date the price of the Company's common stock was $0.0452 per share and the number of shares of common stock outstanding, including common stock issuable upon the conversion of outstanding convertible preferred stock, amounted to 131,758,655 shares which resulted in the fair value of the consideration equaling $5,955,491. The net liabilities at the acquisition date totaled $204,738, resulting in goodwill of $6,160,229. None of the goodwill is expected to be deductible for income tax purposes.

 

The amount of net loss of the accounting acquiree included in the Company's consolidated statements of operations from the acquisition date, September 13, 2016, to the period ending September 30, 2016 are as follows:

 

    For the Three Months Ended   For the Nine Months Ended
    September 30,   September 30,
    2016   2015   2016   2015
Revenues   $ —       $ —       $ —       $ —    
Net loss   $ (310,971 )   $ —       $ (310,971 )   $ —    
Basic and diluted loss per share   $ (0.00 )   $ —       $ (0.00 )   $ —    

 

The following supplemental pro forma information presents the consolidated financial results as if the acquisition of the accounting acquiree had occurred January 1, 2015.

 

    For the Three Months Ended   For the Nine Months Ended
    September 30,   September 30,
    2016   2015   2016   2015
Revenues   $ —       $ 19,101     $ 203,640     $ 65,904  
Net loss   $ (768,717 )   $ (2,530,475 )   $ (1,038,301 )   $ (2,798,515 )
Basic and diluted loss per share   $ (0.00 )   $ (0.01 )   $ (0.00 )   $ (0.01 )