Note 13 – Business Combination

On January 6, 2023, the Company completed the acquisition of 100% of AT Tech for a purchase price of $1 in cash. The Company’s intangible assets were acquired from AT Tech due to customer relationship. Amortization on the intangible assets was fully amortized during the three months ended March 31, 2023. A bargain purchase gain is recognized when the net assets acquired in a business combination have a higher fair value than the consideration paid. The result of AT Tech’s operations has been included in the condensed consolidated financial statement since that date.

The following table summarizes the purchase consideration and fair value of the assets acquired and liabilities assumed as of January 6, 2023:

As a result of above information that existed as of the acquisition date, the Company recorded a bargain purchase gain of $61,747 during the three months ended March 31, 2023.

The excess of the aggregate net fair value of assets acquired and liabilities assumed over the fair value of consideration transferred as the purchase price has been recorded as a bargain purchase gain. Upon completion of the valuation of the acquired assets, the Company concluded that recording a bargain purchase gain with respect to AT Tech was appropriate and required under U.S. GAAP. The Company believes the seller was motivated to complete the transaction as part of an overall repositioning of its business.