Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  

Electro-Fish Media Inc.


On January 19, 2018, iCoreConnect Inc. acquired all of the outstanding common stock of Electro Fish Media Inc., a Texas corporation, in exchange for 3,400,000 shares of the Company's Common Stock.


Pursuant to the guidance in FASB Accounting Standards Codification (“ASC”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, the Company performed a review of the essential elements of inputs, activities and outputs of the acquisition. The Company determined that the purchase of the Electro-Fish Media stock did not qualify as a business combination. The Company has recorded the $1,700,000 purchase price as an other non-operating expense in the accompanying Statement of Operations for the twelve months ended December 31, 2018.




On November 30, 2017 iCoreConnect Inc., acquired substantially all of the assets and business of ICDLogic LLC, a New York limited liability company, in exchange for 1,940,000 shares of the Company’s Common Stock, subject to adjustment, and the assumption of certain specified debts, liabilities and obligations of ICDLogic LLC, all upon the terms and conditions set forth in an Asset Purchase Agreement dated as of November 30, 2017 (the “ICDLogic Asset Purchase Agreement”).


Pursuant to the guidance in FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, the Company performed a qualitative and quantitative assessment to determine the valuation of certain intangible assets and goodwill. Based on an independent third party valuation, we have included intangible assets of $710,000, including goodwill of $371,000, related to this acquisition.


The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of November 30, 2017:


Consideration Paid:      
Common stock   $ 970,000  
    $ 970,000  
Fair values of identifiable assets acquired and liabilities assumed:        
Assets acquired:        
Cash   $ 5,000  
Accounts receivable     41,000  
Other intangible assets     710,000  
Goodwill     371,000  
Total assets acquired     1,127,000  
Liabilities assumed:        
Accounts payable     157,000  
Total liabilities assumed     157,000  
Net assets acquired   $ 970,000  


The consideration paid was 1,940,000 shares of the Company's common stock valued at $0.50 per share. Separately identifiable intangible assets include technology and customer relationships and were valued by a third party valuation specialist. The technology and customer relationships were valued using discounted cash flow and replacement cost approaches.