Annual report [Section 13 and 15(d), not S-K Item 405]

Discontinued operation (Tables)

v3.25.1
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:

 

    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

 

         
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:

 

       
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

  

 

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:

  

    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:

 

    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  
         
Income (loss) before provision for income taxes   $ 3,087,919  
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

 

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:

 

   

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:

 

   

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:

 

    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:

 

    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:

 

   

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:

 

   

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

 

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:

 

    Discontinued
Operation
 
October 4, 2023 (1)        
Net sales   $ 6,432,907  
Operating income (loss)     178,854  
Interest income     1  
Interest expense     62,770  
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

   

October 4,

2023 (1)

 
Operating income (loss)   $ 178,854  
       
Interest income     1  
Interest expense     (62,770 )
Gain (loss) on equipment disposals     -  
Other income     20,060  
Income before income taxes   $ 136,145  

 

(1) Effective on the date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023.