Discontinued operation (Tables)
|
12 Months Ended |
Dec. 31, 2024 |
Schedule of property, plant and equipment |
Property
and equipment are comprised of the following at December 31, 2024 and 2023:
Schedule of property, plant and equipment
|
|
2024 |
|
|
2023 |
|
Computers |
|
$ |
33,626 |
|
|
$ |
33,626 |
|
Furniture and fixtures |
|
|
14,613 |
|
|
|
14,613 |
|
Machinery and vehicles |
|
|
- |
|
|
|
- |
|
Gross Property and equipment |
|
|
48,239 |
|
|
|
48,239 |
|
Accumulated depreciation and amortization |
|
|
(47,721 |
) |
|
|
(46,648 |
) |
|
|
|
|
|
|
|
|
|
Net Property and equipment |
|
$ |
518 |
|
|
$ |
1,591 |
|
|
Discontinued Operations [Member] |
|
Schedule of equity interest at the acquisition date fair value |
Schedule of equity interest at the acquisition date fair value
|
|
|
|
|
Cash to acquire an additional 1% equity interest in WCI |
|
$ |
25,000 |
|
Fair value of 50% interest (1)
|
|
|
1,250,000 |
|
Investment under the equity method |
|
|
- |
|
Total purchase price to be allocated |
|
$ |
1,275,000 |
|
(1) |
The
estimated fair value of Mentor’s previously held equity interest in WCI was valued at 1.25 times WCI’s projected 2014
revenue. |
|
Schedule of purchase price allocation |
Purchase
price allocation at 51% of WCI assets and liabilities:
Schedule of purchase price allocation
|
|
|
|
WCI assets and liabilities: |
|
|
|
Current assets |
|
$ |
327,238 |
|
Property and equipment |
|
|
51,239 |
|
Other assets |
|
|
816,952 |
|
Current liabilities |
|
|
(112,810 |
) |
Long-term debt |
|
|
(1,178,977 |
) |
Net deficit |
|
|
(96,358 |
) |
Mentor equity rate |
|
|
51 |
% |
Mentor portion of liabilities in excess of assets |
|
|
(49,143 |
) |
Goodwill |
|
|
1,324,143 |
|
Net assets acquired |
|
$ |
1,275,000 |
|
|
Schedule of gain on sale of WCI |
Schedule of gain on sale of WCI
Cost basis of WCI |
|
|
|
Purchase price allocation at 51% WCI assets and liabilities |
|
|
1,275,000 |
|
Net investment in 51% earnings |
|
|
326,735 |
|
Net investment in distributions |
|
|
(407,124 |
) |
Total WCI Cost Basis |
|
$ |
1,194,611 |
|
|
|
|
|
|
Sale price of WCI |
|
|
|
|
Payment at Closing |
|
|
5,000,000 |
|
Promissory Note Receivable |
|
|
1,000,000 |
|
Total WCI Sale Price |
|
$ |
6,000,000 |
|
|
|
|
|
|
Gain on sale of WCI |
|
|
|
|
WCI sale price |
|
|
6,000,000 |
|
Less WCI cost basis |
|
|
(1,194,611 |
) |
Total gain on sale of WCI |
|
$ |
4,805,389 |
|
|
Schedule of balance sheet |
The
following is a summary of the assets and liabilities of our discontinued operation that were sold effective October 4, 2023:
Schedule of balance sheet
|
|
October 4, 2023(1)
|
|
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
369,387 |
|
Accounts receivable |
|
|
786,616 |
|
Other current assets |
|
|
19,027 |
|
Total current assets sold - discontinued operation |
|
|
1,169,030 |
|
Property and equipment |
|
|
179,673 |
|
Goodwill(2) |
|
|
102,040 |
|
Prepaid Admin Fee – Mentor |
|
|
- |
|
Security deposit |
|
|
22,477 |
|
Right of use asset |
|
|
1,884,632 |
|
Total noncurrent assets sold - discontinued operation |
|
|
2,188,822 |
|
Total assets |
|
$ |
3,357,852 |
|
LIABILITIES AND NET ASSETS |
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts -payable trade |
|
$ |
38,530 |
|
Finance lease liability - current |
|
|
419,073 |
|
Accrued expenses |
|
|
597,217 |
|
Total current liabilities sold - discontinued operation |
|
|
1,054,820 |
|
EIDL loan payable |
|
|
51,796 |
|
Note payable - Mentor |
|
|
- |
|
Long term debt |
|
|
- |
|
Finance lease liability – long-term |
|
|
1,069,810 |
|
Operating lease liability - long-term |
|
|
256,071 |
|
Total noncurrent liabilities sold - discontinued operation |
|
|
1,377,677 |
|
Total liabilities |
|
|
2,432,497 |
|
Total net assets of discontinued operation |
|
$ |
925,355 |
|
(1) |
Effective
on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023. |
|
|
(2) |
Effective
upon the date of sale, October 4, 2023, we deconsolidated our discontinued operation and goodwill of $102,040 previously reported
on our consolidated financials. |
|
Schedule of disposal groups, including discontinued operations |
The
following is a reconciliation of the major classes of financial statement line items constituting net income (loss) from discontinued
operations before tax from WCI, our discontinued operation, that is disclosed in the notes to the financial statements and presented
in the consolidated statements of net (loss) income for fiscal year December 31, 2023, following our October 4, 2023 sale of WCI:
Schedule of disposal groups, including discontinued operations
|
|
December 31, 2023 |
|
Revenue |
|
$ |
- |
|
Cost of sales |
|
|
- |
|
Gross profit |
|
|
- |
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
1,775,210 |
|
|
|
|
|
|
Operating income (loss) |
|
|
(1,775,210 |
) |
|
|
|
|
|
Total other income and (expense)(1) |
|
|
4,863,129 |
|
|
|
|
|
|
Provision for income taxes |
|
|
(8,160 |
) |
Net income (loss) from continued operations |
|
|
3,079,759 |
|
|
|
|
|
|
Net income (loss) from discontinued operations |
|
|
77,899 |
|
Net income (loss) |
|
|
3,157,658 |
|
|
|
|
|
|
Gain (loss) attributable to non-controlling interest |
|
|
- |
|
Net income (loss) attributable to Mentor |
|
|
3,157,658 |
|
(1) |
During
fiscal year 2023, we recognized a $4,805,389 gain on the sale of our discontinued operations. |
|
Schedule of lease liability maturities for operating and finance leases |
Schedule
of lease liability maturities for operating and finance leases
Maturity of lease liabilities October 4, 2023(1)
|
|
Finance leases |
|
|
Operating leases |
|
2024 |
|
|
419,073 |
|
|
|
67,804 |
|
2025 |
|
|
424,735 |
|
|
|
74,860 |
|
2026 |
|
|
388,723 |
|
|
|
82,475 |
|
2027 |
|
|
251,571 |
|
|
|
90,670 |
|
2028 |
|
|
4,781 |
|
|
|
8,066 |
|
Total |
|
|
1,488,883 |
|
|
|
323,875 |
|
|
|
|
|
|
|
|
|
|
Less: Present value discount |
|
|
(419,073 |
) |
|
|
(67,804 |
) |
Total lease liabilities |
|
$ |
1,069,810 |
|
|
$ |
256,071 |
|
(1) |
Effective
on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023. |
|
Schedule of other receivable |
Other
receivable consisted of the following:
Schedule of other receivable
|
|
October 4, 2023
|
|
Accrued sales tax receivable from customers*
|
|
|
20,374 |
|
|
|
|
|
|
Total other receivable |
|
$ |
20,374 |
|
* |
At
December 31, 2022, our discontinued operation’s estimated accrued sales tax receivable was $237,243 out of the remaining $285,128
that our discontinued operation was entitled to collect at year-end. As of September 30, 2023, our discontinued operation received
$206,671 from its customers, and estimated that an additional $20,374 in accrued sales tax would be received from its clients. Effective
on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023. |
|
Schedule of property, plant and equipment |
Property
and equipment for our discontinued operation were comprised of the following:
Schedule of property, plant and equipment
|
|
October 4, 2023 (1)
|
|
Computers |
|
$ |
- |
|
Furniture and fixtures |
|
|
12,761 |
|
Machinery and vehicles |
|
|
380,077 |
|
Gross Property and equipment |
|
|
392,838 |
|
Accumulated depreciation and amortization |
|
|
(213,165 |
) |
|
|
|
|
|
Net Property and equipment |
|
$ |
179,673 |
|
(1) |
Effective
on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023. |
|
Schedule of lease costs recognized in consolidated statements of operations |
Our
discontinued operation’s lease costs were as follows:
Schedule of lease costs recognized in consolidated statements of operations
|
|
October 4, 2023 (1) |
|
Operating lease cost included in cost of goods |
|
$ |
- |
|
Operating lease cost included in operating costs |
|
|
60,256 |
|
Total operating lease cost (1) |
|
|
60,256 |
|
Finance lease cost, included in cost of goods: |
|
|
|
|
Amortization of lease assets |
|
|
269,470 |
|
Interest on lease liabilities |
|
|
56,450 |
|
Total finance lease cost |
|
|
325,920 |
|
Short-term lease cost |
|
|
- |
|
Total lease cost |
|
$ |
386,176 |
|
(1) |
Effective
on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023. |
|
Schedule of lease amounts of discontinued operations |
Lease
amounts of our discontinued operations were as follows:
Schedule of lease amounts of discontinued operations
|
|
October 4, 2023 (1) |
|
Weighted-average remaining lease term – operating leases |
|
|
4.01 years |
|
Weighted-average remaining lease term – finance leases |
|
|
3.49 years |
|
Weighted-average discount rate – operating leases |
|
|
6.0 |
% |
Weighted-average discount rate – finance leases |
|
|
7.5 |
% |
(1) |
Effective
on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023. |
|
Schedule of finance lease liabilities |
Finance
lease liabilities were as follows:
Schedule of finance lease liabilities
|
|
October 4, 2023 (1)
|
|
Gross finance lease liabilities |
|
$ |
1,696,301 |
|
Less: imputed interest |
|
|
(207,418 |
) |
Present value of finance lease liabilities |
|
|
1,488,883 |
|
Less: current portion |
|
|
(419,073 |
) |
Long-term finance lease liabilities |
|
$ |
1,069,810 |
|
(1) |
Effective
on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023. |
|
|
Schedule of operating lease liabilities |
Operating
lease liabilities were as follows:
Schedule of operating lease liabilities
|
|
October 4, 2023 (1)
|
|
Gross operating lease liabilities |
|
$ |
366,918 |
|
Less: imputed interest |
|
|
(43,043 |
) |
Present value of operating lease liabilities |
|
|
323,875 |
|
Less: current portion |
|
|
(67,804 |
) |
Long-term operating lease liabilities |
|
$ |
256,071 |
|
(1) |
Effective
on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023. |
|
Schedule of lease maturities |
Maturity
of lease liabilities
Schedule of lease maturities
12
months ending October 4, 2023 (1) |
|
Finance leases |
|
|
Operating leases |
|
2024 |
|
$ |
419,073 |
|
|
$ |
67,804 |
|
2025 |
|
|
424,735 |
|
|
|
74,860 |
|
2026 |
|
|
388,723 |
|
|
|
82,475 |
|
2027 |
|
|
251,571 |
|
|
|
90,670 |
|
2028 |
|
|
4,781 |
|
|
|
8,066 |
|
Total |
|
|
1,488,883 |
|
|
|
323,875 |
|
Less: Current maturities |
|
|
(419,073 |
) |
|
|
(67,804 |
) |
Long-term liability |
|
$ |
1,069,810 |
|
|
$ |
256,071 |
|
(1) |
Effective
on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023. |
|
Schedule of segment information |
Following
is our discontinued operations segment information before income taxes as of October 4, 2023:
Schedule of segment information
|
|
|
Discontinued
Operation |
|
October 4, 2023 (1) |
|
|
|
|
Net sales |
|
$ |
6,432,907 |
|
Operating income (loss) |
|
|
178,854 |
|
Interest income |
|
|
1 |
|
Interest expense |
|
|
62,770 |
|
Interest and dividend income |
|
|
|
|
Property additions |
|
|
83,062 |
|
Fixed asset depreciation and amortization |
|
|
49,260 |
|
Total Assets |
|
|
3,357,852 |
|
|
Schedule of reconciliation of revenue from segments to consolidated |
Schedule of reconciliation of revenue from segments to consolidated
|
|
October 4, 2023 (1)
|
|
Operating income (loss) |
|
$ |
178,854 |
|
|
|
|
|
|
Gain (loss) on investments |
|
|
|
|
Interest and dividend income |
|
|
|
|
Interest income |
|
|
1 |
|
Interest expense |
|
|
(62,770 |
) |
Gain (loss) on equipment disposals |
|
|
- |
|
Other income |
|
|
20,060 |
|
(1) |
Effective
on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023. |
|