Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Acquisition of FOH Online Corp Inc.

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Acquisition of FOH Online Corp Inc.
12 Months Ended
Jan. 31, 2019
Acquisition Of Foh Online Corp Inc.  
Acquisition of FOH Online Corp Inc.

9 Acquisition of FOH Online Corp Inc.
   
  On November 15, 2018 the Group entered into a Stock Purchase Agreement with the shareholders of FOH Online Corp Inc (FOH), which included Cullen Investments Limited (Cullen) a related entity, that the Group purchased all of the issued and outstanding shares of FOH. The transaction was settled on December 6, 2019. The sub licence agreement which was in place between the Group and FOH was terminated upon completion of this transaction. The Group has treated this transaction as an asset acquisition as the activities of FOH did not constitute a business.
   
  Details of the purchase consideration, the net assets acquired and goodwill are as follows:

 

    FOH
NZ$000’s
 
Purchase consideration:        
Shares issued     6,872  
Debt Forgiveness     13,073  
Total purchase consideration     19,946  

 

  The assets and liabilities recognised as a result of the acquisition are as follows:

 

    Fair value
NZ$000’s
 
Cash     278  
Net balance with sub licencee     (3,119 )
Loan payable to EJ Watson     (2,172 )
Patents and Licences     24,959  
Total of assets acquired     19,946