NOTE 3  ACQUISITIONS On October 17, 2018, we acquired CareSpeak Communications, Inc., a New Jersey corporation and technology solutions company, which provides digital messaging services to the healthcare industry to expand our service offerings. Through its cloud based Mobile Health Messenger ("MHM") Platform, CareSpeak provides interactive health messaging for improved medication adherence, care coordination, and patient engagement. The total purchase price was $8,493,451. Acquisition costs of approximately $607,670 were expensed as incurred. The purchase price contains a contingent element that will be paid only if the Company achieves certain patient engagement revenues in 2019 and 2020. The total contingent payment may be up to $3.0 million. The target patient engagement revenues were achieved in 2019 and are expected to be achieved in 2020. The calculated fair value of the contingent payment is $3,000,000 at December 31, 2019. Purchase Price Allocation The purchase price of the CareSpeak acquisition was allocated as follows: Purchase Price Cash paid $ 5,628,451 Common stock issued 500,000 Contingent payment 2,365,000 Total $ 8,493,451 Allocation Current assets $ 254,263 Property and equipment 8,487 Intangibles Goodwill, including assembled workforce in place 3,678,513 Patent 2,227,000 Tradename 982,000 Non-compete agreements 977,000 Customer relationships 492,000 Current liabilities assumed (125,812 ) Total $ 8,493,451 As described in greater detail in Note 6, the amortizable intangible assets acquired have estimated useful lives ranging from 4 to 15 years. We determined the estimated fair value of the identifiable intangible assets acquired primarily by using the income approach. On October 4, 2019, we acquired RMDY Health, Inc. ("RMDY"), a Delaware corporation and technology solutions company engaged in developing and marketing digital health SAAS solutions across a range of healthcare and life science initiatives, used by pharmaceutical companies, payers, medtech companies, and medical associations nationwide to improve medication adherence and care coordination. The total purchase price was $17,822,162. Acquisition costs of approximately $799,623 were expensed as incurred. The purchase price contains a contingent element that will be paid only if the Company achieves certain revenues related to the legacy RMDY business in 2020 and 2021. The total contingent payment may be up to $30.0 million, with a minimum payment of $1.0 million each year. The calculated fair value of the contingent payment is $3,720,000 at December 31, 2019. The purchase price of the RMDY acquisition was allocated as follows: Purchase Price Cash paid $ 8,994,369 Common stock issued 5,107,793 Contingent payment 3,720,000 Total $ 17,822,162 Allocation Current assets Accounts receivable $ 411,354 Prepaid Expense 12,139 Property and equipment 19,173 Intangibles Goodwill, including assembled workforce in place 11,061,518 Web technology 5,125,000 Tradename 2,604,000 Non-compete agreements 116,000 Customer relationships 431,000 Current liabilities assumed Accounts payable (128,234 ) Accrued expenses (931,828 ) Deferred tax liability (897,960 ) Total $ 17,822,162 As described in greater detail in Note 6, the amortizable intangible assets acquired have estimated useful lives ranging from 2 to 15 years. We determined the estimated fair value of the identifiable intangible assets acquired primarily by using the income approach. Included in accrued expenses is $800,000 withheld at closing as part of an indemnification provision against potential future claims. We began consolidating the results of CareSpeak operations and cashflows into our consolidated financial statements after October 17, 2018, the date of acquisition and the results of RMDY operations and cashflows after October 3, 2019, the date of that acquisition. The unaudited Pro forma results of operations as if both acquisitions had occurred January 1, 2018 are presented in the following table: 2019 2018 As Reported Pro Forma As Reported Pro Forma Revenues $ 24,598,278 $ 26,118,278 $ 21,206,363 $ 24,520,995 Net (Loss) Income (3,142,576 ) (3,869,577 ) 226,344 (564,340 ) (Loss) Earnings per common share: Basic $ (0.23 ) $ (0.29 ) $ 0.02 $ (0.05 ) Diluted $ (0.23 ) $ (0.29 ) $ 0.02 $ (0.05 )