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On August 31, 2015, the Company entered into a Share Exchange Agreement under which all of the outstanding shares of Diaspora Foods International, L.L.C. and Asante Restaurant LLC were exchanged for 35,330,000 shares of AI’s common stock and 1,000,000 newly-issued shares of AI’s preferred stock (the “Exchange”). The 35,330,000 shares were acquired from former holders of the shares who contributed to the Company’s treasury on August 31, 2015. The preferred shares are nonconvertible and have no rights except that each share gives the holder 35 votes in any shareholder election.


Long-lived assets, which are to be held and used, including intangible assets and property and equipment, are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.


The Company has a loan payable of $459,850 to Enoyloh, LLC which is due 48 months from the date proceeds were received including accrued interest which ranged from July to November 2014. The loan bears interest at the rate of 12.5% per annum. Interest is payable concurrent with principal payments. Maturity will be accelerated if the Company’s annual sales reach $ 2,500,000.


The acquisition that was completed on August 31, 2015 was accounted for using the acquisition method under ASC Topic 805, Business Combinations. Under the acquisition method, the purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values. The total value of shares exchanged and issued for the acquisition was zero. Goodwill of $292,519 was recorded in connection with this acquisition. Goodwill represents the excess of the purchase price over the fair value of the assets acquired, net of the liabilities assumed. The carrying value of goodwill is reviewed for possible impairment in accordance with the authoritative guidance on goodwill, intangibles and other. The Company will assess possible impairments to goodwill at least annually and otherwise when events or changes in circumstances indicate that an impairment condition may exist. In addition to the annual impairment test, goodwill will be evaluated each reporting period to determine whether events and circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value.


Operating activities used $43,546 in cash for the nine months ended September 30, 2015, as compared with $-0- used for the nine months ended September 30, 2014. Our negative operating cash flow for September 30, 2015 was mainly a result of our net loss for the period, offset by the effects of depreciation and the increase in accounts payable and accrued liabilities.