v3.26.1
Acquisitions
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions

2. Acquisitions

 

Takeout7, Inc.

 

On May 29, 2025, the Company completed the acquisition of Takeout7, Inc. (“Takeout7”). The acquisition was made pursuant to an agreement and plan of merger dated May 29, 2025, between the Company and Takeout7. The Company acquired all of the issued and outstanding equity of Takeout7 for $609,000, made up of the issuance of 350,000 shares of the Company’s common stock.

 

The Company utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations, and allocated the purchase price to Takout7’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition.

 

As of December 31, 2025, management has not yet finalized the purchase price allocation. In accordance with ASC 805, the Company made a provisional allocation of the purchase price for Takeout7 based on the estimated fair values of the assets acquired and liabilities assumed. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). Any prospective adjustments through the purchase price measurement period would change the fair value allocation as of the acquisition date.

 

 

The following table summarizes the provisional allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of Takeout7 on the date of acquisition:

 

   Fair Value (provisional) 
     
Fair value of consideration:     
Common stock (350,000 shares of common stock at $1.74 per share)  $609,000 
Total purchase price  $609,000 
      
Provisional allocation of the consideration to the fair value of assets acquired and liabilities assumed:     
      
Cash  $109,543 
Accounts receivable   59,114 
Deposits   2,633 
Accounts payable and accrued liabilities   (53,453)
Net tangible assets   117,837 
      
Intangible assets:     
Developed technology   491,163 
Intangible assets   491,163 
Goodwill   - 
Fair value of net asset acquired  $609,000 

 

No unaudited pro forma statements of operations are being presented as the historical results of Takeout7 are insignificant when compared to the Company’s historical results.

 

CardCash, Inc.

 

On December 29, 2023, the Company completed the acquisition of CardCash for $26,682,000, using the acquisition method of accounting. In accordance with ASC 805, the Company made an allocation of the purchase price for CardCash based on the fair value of the assets acquired and liabilities assumed. The following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of CardCash on the date of acquisition:

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

   Fair Value 
     
Fair value of consideration:     
Cash  $750,000 
Notes payable   1,500,000 
Common stock (6,108,007 shares of common stock at $4.00 per share)   24,432,000 
Total purchase price  $26,682,000 
      
Allocation of the consideration to the fair value of assets acquired and liabilities assumed:     
      
Net tangible assets acquired   (25,670)
      
Intangible assets acquired:     
Developed technology   2,600,000 
Trade name   2,400,000 
Customer relationships   1,700,000 
Net identifiable intangible assets   6,700,000 
Goodwill   20,007,670 
Fair value of net asset acquired  $26,682,000