NOTE 4  ACQUISITIONS August 2020 Intellectual Property Purchase Agreement On August 19, 2020, the Company entered into an Asset Purchase Agreement with BBHC, the Companys former parent, pursuant to which the Company acquired the intellectual property portfolio of BBHC. In order to consummate the acquisition of the Intellectual Property, the Company purchased from BBHC all of the Intellectual Property directly owned by BBHC and all of the issued and outstanding membership interests of MagneGas IP, LLC, a Delaware limited liability company and wholly owned subsidiary of BBHC (MagneGas IP), a holding company which owned the balance of the Intellectual Property. Following the consummation of the transaction, MagneGas IP became a wholly owned subsidiary of the Company. The Company paid an upfront aggregate purchase price to BBHC of $1.25 million for the intellectual property and membership interests of MagneGas IP, of which $1 million was paid in the form of the Companys restricted common stock, par value $0.000001 per share, which was valued as of the fair market value on August 19, 2020 as reported on the OTCQB. An additional $0.25 million was recorded by the Company for assuming up to $0.25 million of BBHCs aged accounts payable due to third party service providers. In addition, the Company agreed for a period of five years beginning on August 19, 2020 to make ongoing payments to BBHC equal to seven percent of all gross cash receipts received by the Company that are derived from the purchased Intellectual Property. The Company believes the consideration paid approximates the fair value of the intellectual property received, however the assets were fully depreciated by the Seller at the time of the sale. As such, no value associated with the intellectual property was recorded by the Company. The consideration paid has been recorded as a contribution to the Companys former parent. The preliminary allocation of the consideration transferred is as follows (dollar amounts in thousands): Assumed accounts payable $ 250 Stock consideration 1,000 Total purchase price $ 1,250 Capital contribution to former parent 1,250 August 2020 Asset Purchase and Sale Agreement On August 3, 2020, the Company entered into an Asset Purchase and Sale Agreement for the purchase of all of the assets used in the business of Tech Air of South Florida, Inc. (Tech Air), a privately owned independent business providing welding supplies, metal cutting fuels, and other specialty gases and ancillary supplies. Under the terms of the Asset Purchase and Sale Agreement, the Company purchased all of the assets of Tech Air, free and clear of any encumbrances, for the gross purchase price of $2 million. The Company paid Tech Air $1.5 million in cash at closing, with the $0.5 million balance to be paid pursuant to a Seller debt financing arrangement structured as a promissory note with a principal amount of $0.5 million, a term of 12 months, an interest rate of 5% per annum, and secured by a Membership Interest Pledge Agreement pledging the membership interests of Taronis-TAS, LLC, the Companys wholly owned subsidiary that served as the Companys purchaser designee in the transaction and holds the assets purchased, as security of the repayment of the promissory note. The transaction was accounted for in accordance with ASC 805  Business Combinations. The preliminary allocation of the consideration transferred is as follows (dollar amounts in thousands): Cash $ 1,500 Note payable 500 Total purchase price $ 2,000 Accounts receivable $ 106 Inventory 257 Property, plant and equipment 25 Accounts payable (32 ) Total purchase price allocation $ 356 Goodwill $ 1,644 May 2020 Membership Interest Purchase and Sale Agreement On May 26, 2020, the Company entered into a Membership Interest Purchase and Sale Agreement (Agreement) for the purchase of all of the issued and outstanding membership interests owned by the Sellers in Tech-Gas Solutions, LLC, a privately owned independent specialty gas distribution business. Under the terms of the Agreement, the Company purchased one hundred percent (100%) of the Sellers business for the gross purchase price of $8 million. The Company paid the Sellers $4 million at closing, with the $4 million Purchase Price balance to be paid pursuant to a multi-year Seller debt financing arrangement structured as a promissory note with a principal amount of $4 million, a term of 24 months, an interest rate of 8% per annum, and secured by Membership Interest Pledge Agreement pledging the membership interests purchased in the Acquisition (Promissory Note) as security for the repayment of the Promissory Note. The transaction was accounted for in accordance with ASC 805  Business Combinations. The preliminary allocation of the consideration transferred is as follows (dollar amounts in thousands): Cash $ 4,000 Note payable 4,000 Non-compete note 4,196 Total purchase price $ 12,196 Cash $ 240 Inventory 194 Other current assets 5 Property, plant and equipment 415 Right of use assets - financing 311 Right of use assets - operating 38 Intangible asset  Non-compete agreements 4,196 Accounts payable (700 ) Accrued liabilities (32 ) Operating leases liability (38 ) Financing leases (311 ) Total purchase price allocation $ 4,318 Goodwill $ 7,878 During the current quarter, $0.4 million less inventory associated with the acquisition of Tech-Gas Solutions, LLC was identified. As such, we have adjusted the inventory and Goodwill balances of the preliminary allocation of consideration presented above. With respect to Goodwill acquired, the Company believes the Goodwill will be tax deductible. The following unaudited proforma financial information presents the condensed consolidated results of operations of the Company with Tyler Welders Supply, Cylinder Solutions, Complete Cutting and Welding Supplies, Tech-Gas Solutions, LLC, and Tech-Air, LLC for the three and nine months ended September 30, 2019 Tech-Gas Solutions, LLC for the three and nine months ended September 30, 2020 and 2019, respectively, as if the above discussed acquisitions had occurred on January 1 2019 instead of January 16, 2019, February 15, 2019, February 22, 2019, May 31, 2019, and January 1, 2020 instead of May 26, 2020, respectively. The proforma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods (dollar amounts in thousands). For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Revenues $ 9,705 $ 7,552 $ 23,842 $ 23,270 Gross Profit 6,324 3,668 16,133 10,747 Operating Loss (2,200 ) (1,809 ) (4,084 ) (3,513 ) Net Loss $ (5,160 ) $ (1,916 ) $ (7,490 ) $ (3,554 ) Weighted Average Common Stock: Basic and diluted 169,847,977 138,287,385 155,998,802 138,287,385 Loss per Common Share  Basic and diluted (0.03 ) (0.01 ) (0.05 ) (0.03 )