Dalrada Financial Corp (DFCO)

[XenaLives]

Sounds fishy - WTH is a "membership unit"?

Pacific Stem Cells, LLC (“Pacific Stem”)



Effective February 3, 2021, the Company acquired 100% of the membership units of Pacific Stem. In consideration for the acquisition, the Company issued $352,650 in cash consideration and issued 1,000,000 shares of its common stock at $0.354 per share for a total fair value of $706,650. The Company acquired Pacific Stem as an opportunity to enter the growing alternative Health and Human Services Industry.



The Pacific Stem Cells transaction was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Company has determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject to change as we perform additional reviews of our assumptions utilized. Goodwill is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition. The goodwill is not deductible for tax purposes.



The Company has made a preliminary allocation of the purchase price in regard to the acquisition related to the assets acquired, liabilities assumed and noncontrolling interests as of the purchase date. The following table summarizes the purchase price allocation:



Preliminary
Purchase Price
Allocation
Cash and cash equivalents $ 281,164
Goodwill 593,304
Accounts payable (17,918 )
Notes payable (149,900 )
Purchase price consideration $ 706,650


As of March 31, 2021, total payments made to the seller was $254,650, including cash payments made by the Company of $187,650 and a promissory note issued to a related party of $67,000 in exchange for repayment to the seller. The remaining cash consideration owed to the seller was $98,000.

http://archive.fast-edgar.com/20210517/A62Z522CZ22HS2Z2222A22YZGNNLZZJ2SW32/