Annual report pursuant to Section 13 and 15(d)

Discontinued operation (Tables)

Discontinued operation (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of property, plant and equipment

Property and equipment are comprised of the following at December 31, 2023 and 2022:

	2023			2022
Computers	$	33,626		$	31,335
Furniture and fixtures		14,613			14,613
Machinery and vehicles		-			-
Gross Property and equipment		48,239			45,948
Accumulated depreciation and amortization		(46,648	)		(44,942	)
Property and equipment of discontinued operations		-			309,777
Accumulated depreciation of discontinued operations		-			(163,905	)

Net Property and equipment	$	1,591		$	146,878

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 (a)		1,250,000
Investment under the equity method		-
Total purchase price to be allocated	$	1,275,000

(a)	The estimated fair value of Mentor’s previously held equity interest in WCI is 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

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 that were sold effective October 4, 2023, and a reconciliation of the assets and liabilities disclosed in the notes to financial statements that are presented as a discontinued operation on the consolidated balance sheet as of December 31, 2022:

Schedule of balance sheet

	October 4,		December 31,
	2023⁽¹⁾		2022
ASSETS
Current assets:
Cash and cash equivalents	$	369,387	$	506,499
Accounts receivable		786,617		686,870
Other current assets		19,027		233,255
Total current assets sold - discontinued operation		1,169,030		1,426,625
Property and equipment		179,673		145,872
Goodwill⁽²⁾		102,040		102,040
Prepaid Admin Fee – Mentor		-		337,333
Security deposit		22,477		25,575
Right of use asset		1,884,632		1,265,486
Total noncurrent assets sold - discontinued operation		2,009,149		1,730,434
Total assets	$	3,357,852	$	3,302,931
LIABILITIES AND NET ASSETS
Current liabilities:
Accounts -payable trade	$	38,530	$	24,557
Finance lease liability - current		419,073		232,058
Accrued expenses		597,217		639,373
Total current liabilities sold - discontinued operation		1,054,820		895,988
EIDL loan payable		51,797		161,060
Note payable - Mentor		-		1,081,323
Long term debt		-		83,876
Finance lease liability – long-term		1,069,810		575,852
Operating lease liability - long-term		256,071		370,164
Total noncurrent liabilities sold - discontinued operation		1,377,677		2,272,274
Total liabilities		2,432,497		3,168,262
Total net assets of discontinued operation	$	925,355	$	134,669

(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 years December 31, 2023 and 2022:

	December 31, 2023			December 31, 2022
Revenue	$	-		$	35,074
Cost of sales		-			-
Gross profit		-			35,074

Selling, general and administrative expenses		1,775,210			495,400

Operating income (loss)		(1,775,210	)		(460,326	)

Total other income and (expense)⁽¹⁾		4,863,129			(145,016	)

Income (loss) before provision for income taxes	$	3,087,919			(605,342	)
Provision for income taxes		(8,160	)		(6,768	)
Net income (loss) from continued operations		3,079,759			(612,110	)

Net income (loss) from discontinued operations		77,899			245,185
Net income (loss)		3,157,658			(366,925	)

Gain (loss) attributable to non-controlling interest		-			(104,461	)
Net income (loss) attributable to Mentor		3,157,658			(471,386	)

(1)	During fiscal year 2023, we recognized a $4,805,389 gain on the sale of our discontinued operations.

Schedule of lease liability

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		December 31, 2022
Employee retention tax credits	$	-	$	-
Accrued sales tax receivable from customers*		20,374		237,243
Other		-		(6,921	)

Total other receivable	$	20,374	$	230,322

At December 31, 2022, we estimated that our discontinued operation’s 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 management estimated that an additional $20,374 in accrued sales tax would be received from our discontinued operation’s 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 on October 4, 2023, and December 31, 2022:

	October 4, 2023 ⁽¹⁾			December 31, 2022
Computers	$	-		$	-
Furniture and fixtures		12,761			12,761
Machinery and vehicles		380,077			297,016
Gross Property and equipment		392,838			309,777
Accumulated depreciation and amortization		(213,165	)		(163,905	)
Property and equipment of discontinued operations
Accumulated depreciation of discontinued operations

Net Property and equipment	$	179,673		$	145,872

(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 no longer recognized in our consolidated income statements were as follows:

	October 4, 2023 ⁽¹⁾		December 31, 2022
Operating lease cost included in cost of goods	$	-	$	13,054
Operating lease cost included in operating costs		60,256		54,571
Total operating lease cost ⁽¹⁾		60,256		67,625
Finance lease cost, included in cost of goods:
Amortization of lease assets		269,470		278,006
Interest on lease liabilities		56,450		39,931
Total finance lease cost		325,920		317,937
Short-term lease cost		-		-
Total lease cost	$	386,176	$	385,562

(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 at October 4, 2023 were as follows:

	October 4, 2023 ⁽¹⁾			December 31, 2022
Weighted-average remaining lease term – operating leases		4.01 years			4.75 years
Weighted-average remaining lease term – finance leases		3.49 years			4.63 years
Weighted-average discount rate – operating leases		6.0	%		6.0	%
Weighted-average discount rate – finance leases		7.5	%		5.5	%

(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⁾			December 31, 2022
Gross finance lease liabilities	$	1,696,301		$	897,849
Less: imputed interest		(207,418	)		(89,939	)
Present value of finance lease liabilities		1,488,883			807,910
Less: current portion		(419,073	)		(232,058	)
Long-term finance lease liabilities	$	1,069,810		$	575,852

(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⁾			December 31, 2022
Gross operating lease liabilities	$	366,918		$	428,946
Less: imputed interest		(43,043	)		(58,782	)
Present value of operating lease liabilities		323,875			370,164
Less: current portion		(67,804	)		(62,861	)
Long-term operating lease liabilities	$	256,071		$	307,303

(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

	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

December 31, 2022
Net sales	$	7,670,641
Operating income (loss)		(830,098	)
Interest income		5
Interest expense		46,321
Property additions		63,089
Fixed asset depreciation and amortization		69,176
Total Assets		3,302,931

Schedule of reconciliation of revenue from segments to consolidated

	October 4, 2023 ⁽¹⁾			December 31, 2022
Operating loss	$	178,854		$	(830,098	)
Realized gain (loss) on investments in securities
Employee retention tax credit (WCI)		6,921			1,350,161
Interest income		1			5
Interest expense		(62,770	)		(46,321	)
Gain (loss) on equipment disposals		-			56,455
Other income		13,139			57,473
Income before income taxes	$	136,145		$	587,675

(1)

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