JanOne Inc (JAN)

[againstallodds]

Latest 10Q page 7

5. Acquisition of GeoTraq, Inc.

On August 18, 2017, the Company, entered into a series of transactions, acquiring all of the assets and capital stock of GeoTraq by way of merger. GeoTraq is a development stage company that is engaged in the development, design, and, ultimately, the sale of cellular transceiver modules, also known as Cell-ID modules. As of August 18, 2017, GeoTraq became a wholly-owned subsidiary of the Company.

The final fair value of the single identifiable intangible asset acquired in the GeoTraq acquisition is a U.S. patent application USPTO reference No. 14724039 titled “Locator Device with Low Power Consumption” together with the assignment of intellectual property that included historical know-how, designs and related manufacturing procedures is $15,963. Total consideration paid for GeoTraq included cash $200, unsecured promissory notes bearing interest at the annual rate of 1.29%, and maturing on August 18, 2017 in the aggregate principal of $800, and 288,588 shares of newly created convertible series A preferred stock with a final fair value of $14,963. See Note 16 – Series A Preferred Stock to these condensed consolidated financial statements. There were no other assets acquired or liabilities assumed.

At the time of the acquisition of GeoTraq, GeoTraq was a shell company with no business operations, one intangible asset and historical know-how andesigns. GeoTraq is in the development stage and has yet to begin operations. The Company has elected to early adopt ASU 2017-01, which clarifies the definition of a business for purposes of applying ASC 805. The Company has determined that GeoTraq is a single or group of related assets, not a business as clarified by ASU 2017-01 at the time of acquisition.

Original IP was detained by the public company GTRQ(now called Gotraq) and Gregg Sullivan was the CEO. But the IP was sold to ARCI, without being made public to GTRQ investors

He failed to commercialize his concept of cell-id originally with Itraq, the latted ended up using another module than GTRQ's as they could not deliver the modules nor could they get certified. Itrad did get a positioning device using both gps and cellular. Cellular accuracy is really bad and not really usefull. www.itraq.com

This is the second time Sullivan tries to get money out of investors with the same original idea.

No traces of the patent application name nor patent application number were found in the public database for patent applications in USPTO.