Note
1 - Nature of operations
Corporate
Structure Overview
Mentor
Capital, Inc. (“Mentor” or “the Company”), reincorporated under the laws of the State of Delaware in September
2015.
The
entity was originally founded as an investment partnership in Silicon Valley, California, by the current CEO in 1985 and subsequently
incorporated under the laws of the State of California on July 29, 1994. On September 12, 1996, the Company’s offering statement
was qualified pursuant to Regulation A of the Securities Act, and the Company began to trade its shares publicly. On August 21, 1998,
the Company filed for voluntary reorganization, and on January 11, 2000, the Company emerged from Chapter 11 reorganization. The Company
relocated to San Diego, California, and contracted to provide financial assistance and investment in small businesses. On May 22, 2015,
a corporation named Mentor Capital, Inc. (“Mentor Delaware”) was incorporated under the laws of the State of Delaware. A
shareholder-approved merger between Mentor and Mentor Delaware was approved by the California and Delaware Secretaries of State and became
effective September 24, 2015, thereby establishing Mentor as a Delaware corporation. In September 2020, Mentor relocated its corporate
office from San Diego, California, to Plano, Texas.
The
Company’s common stock trades publicly under the trading symbol OTCQB: MNTR.
The
Company’s broad target industry focus includes energy, staffing, facilities operations, and management services with the goal of
ensuring increased market opportunities.
Mentor
has a 51% interest in Waste Consolidators, Inc. (“WCI”). WCI was incorporated in Colorado in 1999 and operates in Arizona
and Texas. It is a long-standing investment of the Company since 2003.
Mentor’s
100% owned subsidiaries, Mentor IP, LLC (“MCIP”), Mentor Partner I, LLC, (“Partner I”), Mentor Partner II, LLC
(“Partner II”), and TWG, LLC (“TWG”), are headquartered in Plano, Texas.
MCIP
holds intellectual property and licensing rights related to one United States and one Canadian patent associated with THC and CBD vape
pens. Patent application and national phase maintenance fees were expensed when paid rather than capitalized and therefore, no capitalized
assets related to MCIP are recognized on the consolidated financial statements at March 31, 2023 and December 31, 2022.
On
August 27, 2021, the Company and Mentor Partner I entered into a Settlement Agreement and Mutual Release with the G Farma Entities and
guarantors (“G Farma Settlors”) to resolve and settle all outstanding claims on an unpaid finance lease receivable and notes
receivable of balances of $803,399 and $1,045,051, respectively, plus accrued interest (“Settlement Agreement”). On October
12, 2021, the parties filed a Stipulation for Dismissal and Continued Jurisdiction with the Superior Court of California in the County
of Marin. The Court ordered that it retain jurisdiction over the parties under Section 664.6 of the California Code of Civil Procedure
to enforce the Settlement Agreement until the performance in full of its terms is met.
In
August 2022, September 2022, and October 2022, the G Farma Settlors failed to make monthly payments, and failed to cure each default
within 10 days’ notice from Company pursuant to the Settlement Agreement. As a result, $2,000,000 should be added to the amount
payable by the G Farma Settlors in accordance with the terms of the Settlement Agreement. The Company is requesting that the stipulated
judgment be entered against the G Farma Settlors for (1) the remaining amount of the $500,000 settlement amount which has not yet been
paid by the G Farma Settlors plus $2,000,000 and all accrued unpaid interest, (2) the Company’s incurred costs, and (3) attorneys’
fees paid by the Company to obtain the judgment.
The
Company has retained the reserve on collections of the unpaid lease receivable balance due to the long history of uncertain payments
from G Farma. Payments from G Farma will be recognized in Other Income as they are received. Recovery payments of $3,550 and $2,000 were
included in other income in the consolidated financial statements for the year ended December 31, 2022 and 2021, respectively. No recovery
payments have received since October 11, 2022. We will continue to pursue collection from the G Farma Settlors over time. See Notes 8
and 18.
Note
1 - Nature of operations (continued)
On
September 27, 2022, Pueblo West Organics, LLC, a Colorado limited liability company (“Pueblo West”) exercised a lease prepayment
option and purchased manufacturing equipment from Partner II for $245,369. On September 28, 2022 Partner II transferred full title to
the equipment to Pueblo West. Originally, Mentor contributed $400,000 to Partner II to facilitate the purchase of manufacturing equipment
to be leased from Partner II by Pueblo West under a Master Equipment Lease Agreement dated February 11, 2018, as amended. On March 12,
2019, Mentor agreed to use Partner II earnings of $61,368 to facilitate the purchase of additional manufacturing equipment to Pueblo
West under a Second Amendment to the lease. See Note 8.
On
November 18, 2022, following the filing of a declaratory relief action, Mentor received $459,990 from Electrum Partners, LLC (“Electrum”)
pursuant to a certain November 14, 2022 Settlement Agreement and Mutual Release, following the Company’s October 21, 2022 lawsuit
against Electrum and the escrow agent in the County of San Mateo. The Company applied $196,666 to a certain October 30, 2018, Recovery
Purchase Agreement, and $200,000 to an October 31, 2018 and January 28, 2019 Capital Agreement. The Company applied the remaining $63,324
to its $194,028 equity interest in Electrum; this resulted in a $130,704 loss on the Company’s investment in Electrum. See Note
9.
On
December 21, 2018, Mentor paid $10,000 to purchase 500,000 shares of NeuCourt, Inc. (“NeuCourt”) common stock, representing
approximately 6.13% of NeuCourt’s issued and outstanding common stock at March 31, 2023.
Note
2 - Summary of significant accounting policies
Condensed
consolidated financial statements
The
unaudited condensed consolidated financial statements of the Company for the three month period ended March 31, 2023 and 2022 have been
prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information
and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information
and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.
However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of
management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods
are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31,
2022 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended
December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”)
on March 28, 2023. These financial statements should be read in conjunction with that report.
Basis
of presentation
The
accompanying consolidated financial statements and related notes include the activity of subsidiaries in which a controlling financial
interest is owned. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”). Significant intercompany balances and transactions have been eliminated in consolidation.
Certain prior period amounts have been reclassified to conform with the current period presentation.
As
shown in the accompanying financial statements, the Company has a significant accumulated deficit of $11,394,877 as of March 31, 2023.
The Company continues to experience negative cash flows from operations.
Going
Concern Uncertainties
The
Company may seek to recover unused funds from its affiliated entities, sell one or more investments that management has determined are
at the end of their lifecycle or no longer fit within the Company’s desired focus, or raise additional capital to fund its operations.
Mentor will continue to attempt to raise capital resources from both related and unrelated parties until such time as the Company is
able to generate revenues sufficient to maintain itself as a viable entity. These factors have raised substantial doubt about the Company’s
ability to continue as a going concern. These financial statements are presented on the basis that we will continue as a going concern.
The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
There can be no assurances that the Company will be able to raise additional capital or achieve profitability. However, the Company has
6,250,000 Series D warrants outstanding in which the Company can reset the exercise price substantially below the current market price.
These condensed consolidated financial statements do not include any adjustments that might result from repricing the outstanding warrants.
Note
2 - Summary of significant accounting policies (continued)
Management’s
plans include monetizing existing mature business projects and increasing revenues through acquisition, investment, and organic growth.
Management anticipates funding new activities by raising additional capital through the sale of equity securities and debt.
Impact
Related to COVID-19 and Global Economic Factors
The
effect of the novel coronavirus (“COVID-19”) has significantly impacted the United States and the global economy. COVID-19
and the measures taken by many countries in response have adversely affected and could in the future materially adversely impact the
Company’s business, results of operations, financial condition, and stock price. The ongoing worldwide economic situation, including
the COVID-19 outbreak, economic sanctions, the impact of inflation, interest rate increases, tax increases, tariff increases, recession,
climate regulation, cybersecurity risks, potential banking crises, the outbreak of war in Ukraine, future weakness in the credit markets,
increased rates of default and bankruptcy, and significant liquidity problems for the financial services industry may impact our financial
condition in a number of ways. . For example, our current or potential customers, or the current or potential customers of our partners
or affiliates, may delay or decrease spending with us, or may not pay us, or may delay paying us for previously purchased products and
services. Also, we, or our partners or affiliates, may have difficulties in securing additional financing. Additionally, due to a reduction
in expected collections, the collectability of our investment in accounts receivable was impaired by $116,430 at December 31, 2021, and
on February 15, 2022, the terms of the investment were modified, resulting in an additional loss of $41,930, see Note 3.
Public
health efforts to mitigate the impact of COVID-19 have included government actions such as travel restrictions, limitations on public
gatherings, shelter-in-place orders, and mandatory closures. These actions are being lifted to varying degrees. Supply chain disruptions,
inflation, interest rate increases, tax increases, recession, high energy prices, and supply-demand imbalances are expected to continue
in 2023. WCI has not experienced an overall reduced demand for services initially anticipated because WCI helps lower monthly service
costs paid by its client properties. However, WCI has been directly affected by rapid increases to direct costs of fuel, labor, and landfill
usage in 2020, 2021, 2022, and 2023. WCI’s clients may experience a delay in collecting rent from tenants, which may cause slower
payments to WCI. WCI closely monitors customer accounts and has not experienced significant delays in the collection of accounts receivable.
According
to the Critical Infrastructure Standards released by the Cybersecurity and Infrastructure Security Agency on March 19, 2020, as amended,
August 10, 2021, “Financial Services Sector” businesses, like Mentor, are considered “essential businesses.”
Because of the financial nature of Mentor’s operations, which consist of oversight of our portfolio companies, accounting, compliance,
investor relations, and sales, Mentor’s day-to-day operations are not substantially hindered by remote office work or telework.
The
Company has taken preventative measures to protect itself from potentially malicious cyber wiper malware attacks in response to the “Shields
Up” February 26, 2022, Cybersecurity and Infrastructure Security Agency warning following Russia’s February 24, 2022 invasion
of Ukraine. Management continually monitors for cybersecurity threats and preventative measures taken by the Company are ongoing.
We
anticipate that current cash and associated resources will be sufficient to execute our business plan for the next twelve months. The
ultimate impact of COVID-19, the outbreak of war in Ukraine, and inflation, interest rate increases, tax increases, and a potential recession
on our business, results of operations, cybersecurity, financial condition, and cash flows are dependent on future developments, including
the duration of COVID-19 and the crisis in Ukraine, government responses, and the related length of this impact on the economy, which
are uncertain and cannot be predicted at this time.
Use
of estimates
The
preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions,
and judgments that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at
the date of our consolidated financial statements, and the reported amount of revenues and expenses during the reporting period.
Note
2 - Summary of significant accounting policies (continued)
Significant
estimates relied upon in preparing these consolidated financial statements include revenue recognition, accounts and notes receivable
reserves, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets
used to record impairment charges related to investments, goodwill, amortization periods, accrued expenses, and recoverability of the
Company’s net deferred tax assets and any related valuation allowance.
Although
the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are
recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions
that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if past experience
or other assumptions do not turn out to be substantially accurate.
Recent
Accounting Standards
From
time to time, the FASB, or other standards-setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standard
Codifications (“ASCs”) are communicated through the issuance of an Accounting Standards Update (“ASU”). Unless
otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected
to have a material impact on our consolidated financial statements upon adoption.
There
were no accounting pronouncements issued during the three months ended March 31, 2023, that are expected to have a material impact on
the Company’s condensed consolidated financial statements.
Concentrations
of cash
The
Company maintains its cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured Federal Deposit
Insurance Corporation limits. The Company has not experienced any losses in such accounts, nor does the Company believe it is exposed
to any significant credit risk on cash and cash equivalents. However, due to the March 10, 2023 Silicon Valley Bridge Bank, N.A. collapse,
followed by the March 12, 2023 collapse of Signature Bridge Bank, N.A., and the subsequent acquisitions by First–Citizens Bank
& Trust Company and Flagstar Bank, N.A., the Company will continue to monitor its accounts and the banking sector for potential financial
institution risk.
Cash
and cash equivalents
The
Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. The Company
had no short-term debt securities as of March 31, 2023 and December 31, 2022.
Accounts
receivable
Accounts
receivable consists of trade accounts arising in the normal course of business and are classified as current assets and carried at original
invoice amounts less an estimate for doubtful receivables based on historical losses as a percent of revenue in conjunction with a review
of outstanding balances on a quarterly basis. The estimate of the allowance for doubtful accounts is based on the Company’s bad
debt experience, market conditions, and aging of accounts receivable, among other factors. If the financial condition of the Company’s
customers deteriorates, resulting in the customer’s inability to pay the Company’s receivables as they come due, additional
allowances for doubtful accounts will be required. At March 31, 2023 and December 31, 2022, the Company has an allowance for doubtful
receivables in the amount of $51,959 and $53,692, respectively.
Investments
in securities at fair value
Investment
in securities consists of debt and equity securities reported at fair value. Under ASU 2016-01, “Financial Instruments - Overall:
Recognition and Measurement of Financial Assets and Financial Liabilities,” the Company elected to report changes in the fair
value of equity investment in realized investment gains (losses), net.
Note
2 - Summary of significant accounting policies (continued)
Long
term investments
The
Company’s investments in entities where it is a minority owner and does not have the ability to exercise significant influence
are recorded at fair value if readily determinable. If the fair market value is not readily determinable, the investment is recorded
under the cost method. Under this method, the Company’s share of the earnings or losses of such investee company is not included
in the Company’s financial statements. The Company reviews the carrying value of its long-term investments for impairment each
reporting period.
Investments
in debt securities
At
March 31, 2023 and December 31, 2022, the Company held no investments in debt securities. The Company’s former investment in
debt securities consisted of two convertible notes receivable from NeuCourt, Inc. On July 15, 2022, the all principal and accrued
interest on the notes were converted into a Simple Agreement for Future Equity (“SAFE”). At March 31, 2023 and December
31, 2022, the SAFE Purchase Amount was $93,756
and $83,756,
respectively. See Note 7.
Investment
in account receivable, net of discount
The
Company’s investments in accounts receivable are stated at face value, net of unamortized purchase discount. The discount is amortized
to interest income over the term of the exchange agreement. In the fourth quarter of 2020, we were notified that due to the effect of
COVID-19 on the estimated receivable, we may not receive the 2020 installment payment or the full 2021 installment payment. Due to a
reduction in expected collections, the collectability of our investment in accounts receivable was impaired by $116,430 at December 31,
2021, and on February 15, 2022, the terms of the investment were modified, resulting in an additional loss of $41,930, see Note 3.
Credit
quality of notes receivable and finance leases receivable, and credit loss reserve
As
our notes receivable and finance leases receivable are limited in number, our management is able to analyze estimated credit loss reserves
based on a detailed analysis of each receivable as opposed to using portfolio-based metrics. Our management does not use a system of
assigning internal risk ratings to each of our receivables. Rather, each note receivable and finance lease receivable are analyzed quarterly
and categorized as either performing or non-performing based on certain factors including, but not limited to, financial results, satisfying
scheduled payments, and compliance with financial covenants. A note receivable or finance lease receivable will be categorized as non-performing
when a borrower experiences financial difficulty and has failed to make scheduled payments.
Lessee
Leases
We
determine whether an arrangement is a lease at inception. Lessee leases are classified as either finance leases or operating leases.
A lease is classified as a finance lease if any one of the following criteria is met: (i) the lease transfers ownership of the asset
by the end of the lease term, (ii) the lease contains an option to purchase the asset that is reasonably certain to be exercised, and
(iii) the lease term is for a significant part of the remaining useful life of the asset or the present value of the lease payments equals
or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one
of these criteria. Our operating leases are comprised of office space leases and office equipment. Fleet vehicle leases entered into
prior to January 1, 2019, are classified as operating leases based on an expected lease term of four years. Fleet vehicle leases entered
into on or after January 1, 2019, for which the lease is expected to be extended to five years, are classified as finance leases. Our
leases have remaining lease terms of one to forty-eight months. Our fleet finance leases contain a residual value guarantee which, based
on past lease experience, is unlikely to result in liability at the end of the lease. As most of our leases do not provide an implicit
rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value
of lease payments.
Note
2 - Summary of significant accounting policies (continued)
Costs
associated with operating lease assets are recognized on a straight-line basis, over the term of the lease, within cost of goods sold
for vehicles used in direct servicing of WCI customers and in operating expenses for costs associated with all other operating leases.
Finance lease assets are amortized within cost of goods sold for vehicles used in direct servicing of WCI customers and within operating
expenses for all other finance lease assets, on a straight-line basis over the shorter of the estimated useful lives of the assets or
the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest
method over the lease term. We have agreements that contain both lease and non-lease components. For vehicle fleet operating leases,
we account for lease components together with non-lease components (e.g., maintenance fees).
Property
and equipment
Property
and equipment are recorded at cost less accumulated depreciation. Depreciation is computed on the declining balance method over the estimated
useful lives of various classes of property. The estimated lives of the property and equipment are generally as follows: computer equipment,
3 to 5 years; furniture and equipment, 7 years; and vehicles and trailers, 4 to 5 years. Depreciation on vehicles used
by WCI to service its customers is included in cost of goods sold in the consolidated income statements. All other depreciation is included
in selling, general and administrative costs in the consolidated income statements.
Expenditures
for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset
lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from
the accounts, and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that
could indicate that the carrying balances of its property and equipment may not be recoverable in accordance with the provisions of ASC
360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, the Company assesses
the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted
expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes
an impairment loss based on the excess of the carrying amount over the fair value of the assets.
The
Company reviews intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances
has occurred that would indicate impairment or a change in the remaining useful life. Conditions that may indicate impairment include,
but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a
product recall, or an adverse action or assessment by a regulator. If an impairment indicator exists, we test the intangible asset for
recoverability. For purposes of the recoverability test, we group our amortizable intangible assets with other assets and liabilities
at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities.
If the carrying value of the intangible asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual
disposition of the intangible asset (asset group), the Company will write the carrying value down to the fair value in the period identified.
Goodwill
Goodwill
of $1,324,142 was derived from consolidating WCI effective January 1, 2014, and $102,040 of goodwill was derived from the 1999 acquisition
of a 50% interest in WCI. In accordance with ASC 350, “Intangibles-Goodwill and Other,” goodwill and other intangible
assets with indefinite lives are no longer subject to amortization but are tested for impairment annually or whenever events or changes
in circumstances indicate that the asset might be impaired.
Note
2 - Summary of significant accounting policies (continued)
The
Company reviews the goodwill allocated to each of our reporting units for possible impairment annually as of December 31, and whenever
events or changes in circumstances indicate carrying amount may not be recoverable. In the impairment test, the Company measures the
recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of
the reporting unit. If the carrying amount of a reporting unit is in excess of its fair value, the Company recognizes an impairment charge
equal to the amount in excess. To estimate the fair value, management uses valuation techniques which included the discounted value of
estimated future cash flows. The evaluation of impairment requires the Company to make assumptions about future cash flows over the life
of the asset being evaluated. These assumptions require significant judgment and are subject to change as future events and circumstances
change. Actual results may differ from assumed and estimated amounts. Management determined that no impairment write-downs were required
as of March 31, 2023 and December 31, 2022.
Revenue
recognition
The
Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers,” and FASB ASC Topic
842, “Leases.” Revenue is recognized net of allowances for returns and any taxes collected from customers, which are
subsequently remitted to government authorities.
WCI
works with business park owners, governmental centers, and apartment complexes to reduce facilities-related costs. WCI performs monthly
services pursuant to agreements with customers. Customer monthly service fees are based on WCI’s assessment of the amount and frequency
of monthly services requested by a customer. WCI may also provide additional services, such as apartment cleanout services, large item
removals, or similar services, on an as needed basis at an agreed upon rate as requested by customers. All services are invoiced and
recognized as revenue in the month the agreed-on services are performed.
For
each finance lease, the Company recognized as a gain the amount equal to (i) the net investment in the finance lease less (ii) the net
book value of the equipment at the inception of the applicable lease. At lease inception, we capitalized the total minimum finance lease
payments receivable from the lessee, the estimated unguaranteed residual value of the equipment at lease termination, if any, and the
initial direct costs related to the lease, less unearned income. Unearned income was recognized as finance income over the term of the
lease using the effective interest rate method.
The
Company, through its subsidiaries, was the lessor of manufacturing equipment subject to leases under master leasing agreements. The leases
contained an element of dealer profit and lessee bargain purchase options at prices substantially below the subject assets’ estimated
residual values at the exercise date for the options. Consequently, the Company classified the leases as sales-type leases (the “finance
leases”) for financial accounting purposes. For such finance leases, the Company reported the discounted present value of (i) future
minimum lease payments (including the bargain purchase option, if any) and (ii) any residual value not subject to a bargain purchase
option as a finance lease receivable on its balance sheet and accrued interest on the balance of the finance lease receivable based on
the interest rate inherent in the applicable lease over the term of the lease. For each finance lease, the Company recognized revenue
in an amount equal to the net investment in the lease and cost of sales equal to the net book value of the equipment at the inception
of the applicable lease.
Basic
and diluted income (loss) per common share
We
compute net income (loss) per share in accordance with ASC 260, “Earnings Per Share.” Under the provisions of ASC
260, basic net loss per share includes no dilution and is computed by dividing the net loss available to common stockholders for the
period by the weighted average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share takes
into consideration shares of Common Stock outstanding (computed under basic net loss per share) and potentially dilutive securities that
are not anti-dilutive.
Note
2 - Summary of significant accounting policies (continued)
Outstanding
warrants that had no effect on the computation of the dilutive weighted average number of shares outstanding as their effect would be
anti-dilutive were approximately 6,700,000 and 6,700,000 as of March 31, 2023 and December 31, 2022, respectively. There were no potentially
dilutive shares outstanding at March 31, 2023 and December 31, 2022.
Conversion
of Series Q Preferred Stock into Common Stock would be anti-dilutive for the three months ended March 31, 2023 and 2022 and is not included
in calculating the diluted weighted average number of shares outstanding.
Note
3 – Investment in account receivable
On
April 10, 2015, the Company entered into an exchange agreement whereby the Company received an investment in an account receivable with
annual installment payments of $117,000 for 11 years through 2026, totaling $1,287,000 in exchange for 757,059 shares of Mentor Common
Stock obtained through the exercise of 757,059 Series D warrants at $1.60 per share plus a $0.10 per warrant redemption price.
The
Company valued the transaction based on the market value of Company common shares exchanged in the transaction, resulting in a 17.87%
discount from the face value of the account receivable. The discount is being amortized monthly to interest over the 11-year term of
the agreement. In the fourth quarter of 2020, we were notified that due to the effect of COVID-19 on the estimated receivable, we may
not receive the 2020 installment payment or the full 2021 installment payment. Based on management’s collection estimates, we recorded
an investment loss of ($139,148) on the investment in account receivable at December 31, 2021. In 2021, the Company reevaluated estimated
collections and recorded an investment gain of $22,718. The loss of ($41,930) and gain of $22,718 were reflected in other income on the
consolidated income statement for the years ended December 31, 2022 and 2021, respectively.
On
February 16, 2022, subject to effecting certain agreed upon payment changes, the parties agreed to modify the terms of the installment
payments and the Company retained annual payments of $100,000 for the remaining four years of the agreement and an additional $100 per
month through the end of the agreement term. The modification was accounted for using the same original discount rate, and a loss of
$0 and $41,930 was recognized in the quarter ended March 31, 2023 and 2022.
On
January 10, 2023, the Company received the 2022 annual installment payment of $117,000.
Three additional $117,000
annual installment payments are due in late 2023, 2024, and 2025. The Company has retained its impairment reserves and recorded
losses on investment due to a history of uncertain payments.
The
investment in account receivable consists of the following at March 31, 2023 and December 31, 2022:
Schedule
of receivables with imputed interest
| |
March 31, 2023 | | |
December 31, 2022 | |
Face value* | |
$ | 286,300 | | |
$ | 403,600 | |
Unamortized discount | |
| (81,727 | ) | |
| (88,291 | ) |
Net balance | |
| 204,573 | | |
| 315,309 | |
Current portion | |
| - | | |
| - | |
Long term portion | |
$ | 204,573 | | |
$ | 315,309 | |
* | On January 10, 2023, the
Company received the 2022 annual installment payment of $117,000. The Company applied the $117,000 to the face value of its
investment in account receivable. Additionally, the Company reduced the face value of its investment in account receivable by an
additional $100 per month in January, February, and March 2023. |
For
the three months ended March 31, 2023, and 2022, $6,456 and $13,470 of discount amortization is included in interest income, respectively.
Note
4 – Other receivable
Other
receivables consisted of the following:
Schedule
of other receivable
|
|
March
31,
2023 |
|
|
December
31,
2022 |
|
Employee
retention tax credits |
|
$ |
- |
|
|
$ |
- |
|
Accrued
sales tax receivable from customers* |
|
|
93,942 |
|
|
|
237,243 |
|
Other |
|
|
(6,921) |
|
|
|
(6,921 |
)
|
|
|
|
|
|
|
|
|
|
Total
Other receivable |
|
$ |
87,021 |
|
|
$ |
230,322 |
|
* | At December 31, 2022
management estimated that WCI’s accrued sales tax receivable was $237,243 out of the remaining $285,128 that WCI was entitled
to collect at year end. At March 31, 2023, WCI received $143,301 from WCI customers and management estimates that an additional
$93,942 in accrued sales tax will be received from WCI clients. |
In
2022, WCI received an Employee Retention Tax Credit (“ERTC”) in the amount of $1,350,161, in conjunction with WCI’s
professional employer organization’s receipt and application of the same to WCI leased employees. The ERTC was initially established
by Section 2301 of Coronavirus Aid, Relief and Economic Security Act of 2020, as amended by Sections 206-207 of the Taxpayer Certainty
and Disaster Relief Act and by Division EE of Consolidated Appropriation Act of 2021 and Section 9651 of American Rescue Plan Act of
2021; which was authorized by Section 3134 of the Internal Revenue Code. The Consolidated Appropriation Act of 2021 and American Rescue
Plan Act of 2021 amendments to the ERTC program provided eligible employers with a tax credit in an amount equal to 70% of qualified
wages (including certain health care expenses) that eligible employers pay their employees after January 1, 2021 through December 31,
2021. The maximum amount of qualified wages taken into account with respect to each employee for each calendar quarter is $10,000 so
that the maximum credit that an eligible employer may claim for qualified wages paid to any employee is $7,000 per quarter. The credit
is taken against an employer’s share of social security tax after WCI’s professional employer organization files applicable
amended quarterly tax filings on Form 941-X for each applicable quarter. The receipt of the tax credit improved WCI’s liquidity
in 2022, due to the effects of the credit. WCI’s professional employer organization’s qualification and application of credits
for wages paid in 2020 and 2021 does not grant assurances that WCI or WCI’s professional employer organization will continue to
meet the requirements or that changes in the ERTC regulations including changes in guidance provided by the IRS with respect to the implementation
and operation of the ERTC, will not be adopted that could reduce or eliminate the benefits that WCI and WCI’s professional employer
organization may receive or qualify for.
At
December 31, 2021, an ERTC balance of $33,222, was received by Mentor as a refund in the first nine months of 2022. ERTC income of $0
is reflected in other income for the three months ended March 31, 2023 and 2022 in the condensed consolidated income statements.
Note
5 - Property and equipment
Property
and equipment are comprised of the following:
Schedule
of property, plant and equipment
| |
March 31, 2023 | | |
December 31, 2022 | |
Computers | |
$ | 31,335 | | |
$ | 31,335 | |
Furniture and fixtures | |
| 27,374 | | |
| 27,374 | |
Machinery and vehicles | |
| 297,016 | | |
| 297,016 | |
Gross Property and equipment | |
| 355,725 | | |
| 355,725 | |
Accumulated depreciation and amortization | |
| (223,293 | ) | |
| (208,847 | ) |
| |
| | | |
| | |
Net Property and equipment | |
$ | 132,432 | | |
$ | 146,878 | |
Note
5 - Property and equipment (continued)
Depreciation
and amortization expense were $14,446 and $15,890 for the three months ended March 31, 2023 and 2022, respectively. Depreciation on WCI
vehicles used to service customer accounts is included in the cost of goods sold, and all other depreciation is included in selling,
general and administrative expenses in the condensed consolidated income statements.
Note
6 – Lessee Leases
Operating
leases are comprised of office space and office equipment leases. Fleet leases entered into prior to January 1, 2019, are classified
as operating leases. Fleet leases entered into on or after January 1, 2019, under ASC 842 guidelines, are classified as finance leases.
Gross
right of use assets recorded under finance leases related to WCI vehicle fleet leases were $1,606,417 and $1,289,714 as of March 31,
2023, and December 31, 2022, respectively. Accumulated amortization associated with finance leases was $471,149 and $394,391 as of March
31, 2023, and December 31, 2022, respectively.
Lease
costs recognized in our consolidated statements of operations is summarized as follows:
Schedule
of lease costs recognized in consolidated statements of operations
| |
2023 | | |
2022 | |
| |
Three Months Ended March 31, | |
| |
2023 | | |
2022 | |
Operating lease cost included in cost of goods | |
$ | - | | |
$ | 7,964 | |
Operating lease cost included in operating costs | |
| 22,179 | | |
| 7,200 | |
Total operating lease cost (1) | |
| 22,179 | | |
| 15,164 | |
Finance lease cost, included in cost of goods: | |
| | | |
| | |
Amortization of lease assets | |
| 76,768 | | |
| 47,416 | |
Interest on lease liabilities | |
| 14,483 | | |
| 6,929 | |
Total finance lease cost | |
| 91,251 | | |
| 54,345 | |
Short-term lease cost | |
| - | | |
| - | |
Total lease cost | |
$ | 113,430 | | |
$ | 69,509 | |
(1) | Right of use asset
amortization under operating agreements was $15,199 and $12,488 for the three months ended March 31, 2023 and 2022, respectively. |
Other
information about lease amounts recognized in our condensed consolidated financial statements is summarized as follows:
Schedule
of other information about lease amounts recognized in Condensed Consolidated Financial Statements
| |
March 31, 2023 | | |
December 31, 2022 | |
Weighted-average remaining lease term – operating leases | |
| 4.75 years | | |
| 4.75 years | |
Weighted-average remaining lease term – finance leases | |
| 3.73 years | | |
| 4.63 years | |
Weighted-average discount rate – operating leases | |
| 6.0 | % | |
| 6.0 | % |
Weighted-average discount rate – finance leases | |
| 6.9 | % | |
| 5.5 | % |
Note
6 – Lessee Leases (continued)
Finance
lease liabilities were as follows:
Schedule
of finance lease liabilities
| |
March 31, 2023 | | |
December 31, 2022 | |
Gross finance lease liabilities | |
$ | 1,268,848 | | |
$ | 897,849 | |
Less: imputed interest | |
| (148,115 | ) | |
| (89,939 | ) |
Present value of finance lease liabilities | |
| 1,120,733 | | |
| 807,910 | |
Less: current portion | |
| (225,738 | ) | |
| (232,058 | ) |
Long-term finance lease liabilities | |
$ | 894,995 | | |
$ | 575,852 | |
Operating
lease liabilities were as follows:
Schedule
of operating lease liabilities
| |
March 31, 2023 | | |
December 31, 2022 | |
Gross operating lease liabilities | |
$ | 437,219 | | |
$ | 428,946 | |
Less: imputed interest | |
| (82,255 | ) | |
| (58,782 | ) |
Present value of operating lease liabilities | |
| 354,964 | | |
| 370,164 | |
Less: current portion | |
| (64,484 | ) | |
| (62,861 | ) |
Long-term operating lease liabilities | |
$ | 290,480 | | |
$ | 307,303 | |
Lease
maturities were as follows:
Maturity
of lease liabilities
Schedule
of lease maturities
12 months ending March 31, | |
Finance leases | | |
Operating leases | |
2022 | |
$ | 225,738 | | |
$ | 64,484 | |
2023 | |
| 306,365 | | |
| 71,279 | |
2024 | |
| 290,463 | | |
| 78,611 | |
2025 | |
| 226,040 | | |
| 86,511 | |
2026 | |
| 72,127 | | |
| 54,077 | |
Total | |
| 1,120,733 | | |
| 354,964 | |
Less: Current maturities | |
| (225,738 | ) | |
| (64,484 | ) |
Long-term liability | |
$ | 894,995 | | |
$ | 290,480 | |
Note
7 – Convertible notes receivable
On
November 22, 2017, the Company invested $25,000 in NeuCourt, Inc. (“NeuCourt”) as a convertible note receivable. The note
bore interest at 5% per annum, originally matured November 22, 2019, and was amended to extend the maturity date to November 22, 2021.
No payments were required prior to maturity. However, at the time the November 22, 2017 note was extended, interest accrued through November
4, 2019, was remitted to Mentor. As consideration for the extension of the maturity date for the $25,000 note, a warrant to purchase
up to 25,000 shares of NeuCourt common stock at $0.02 per share was issued to Mentor.
On
October 31, 2018, the Company invested an additional $50,000 as a convertible note receivable in NeuCourt, which bore interest at 5%,
originally matured October 31, 2020 and was amended to extend the maturity date to October 31, 2022. As consideration for the extension
of the maturity date for the $50,000 note plus accrued interest of $5,132, a warrant to purchase up to 52,500 shares of NeuCourt common
stock at $0.02 per share was issued to Mentor. On June 13, 2022, the Company sold $2,160.80 in note principal to a third party, thereby
reducing the principal face value of the note to $47,839.
Principal
and unpaid interest on the Notes could have been converted into a blend of shares of a to-be-created series of Preferred Stock and Common
Stock of NeuCourt (i) on the closing of a future financing round of at least $750,000, (ii) on the election of NeuCourt on the maturity
of the Note, or (iii) on the election of Mentor following NeuCourt’s election to prepay the Note.
On
July 15, 2022, the November 22, 2017 and October 31, 2018 convertible notes were exchanged for a Simple Agreement for Future Equity (“SAFE”).
Prior to the exchange, the Conversion Price for each Note was the lower of (i) 75% of the price paid in the Next Equity Financing, or
the price obtained by dividing a $3,000,000 valuation cap by the fully diluted number of shares. The number of Conversion Shares to be
issued on conversion was the quotient obtained by dividing the outstanding principal and unpaid accrued interest on a Note to be converted
on the date of conversion by the Conversion Price (the “Total Number of Shares”), The Total Number of Shares consisted of
Preferred Stock and Common Stock as follows: (i) That number of shares of Preferred Stock obtained by dividing (a) the principal amount
of each Note and all accrued and unpaid interest thereunder by (b) the price per share paid by other purchasers of Preferred Stock in
the Next Equity Financing (such number of shares, the “Number of Preferred Stock”) and (ii) that number of shares of Common
Stock equal to the Total Number of Shares minus the Number of Preferred Stock.
On
July 15, 2022, the Company and NeuCourt, Inc. entered into an Exchange Agreement by which the $25,000 and $47,839 principal amounts of
the NeuCourt November 22, 2017 and October 31, 2018 convertible notes and accrued unpaid interest in the amounts of $3,518 and $9,673,
respectively, were exchanged for a Simple Agreement for Future Equity (“SAFE”), a security providing for conversion of the
SAFE into shares of NeuCourt common or preferred stock (“Capital Stock”) at some future date. As of July 15, 2022, the Company
received SAFEs in the aggregate face amount of $86,030 (the “Purchase Amount”).
The
valuation cap of the SAFE is $3,000,000 (“Valuation Cap”), and the discount rate is 75% (“Discount Rate”).
If,
prior to termination, conversion, or expiration of the SAFE, NeuCourt sells a series of preferred stock (“Equity Preferred Stock”)
to investors in an equity financing raising not less than $500,000, Mentor’s SAFE shall be converted into shares equal to the Purchase
Amount divided by the lessor of (x) the price per share of the Equity Preferred Stock multiplied by the Discount Rate and (y) the price
per share equal to the Valuation Cap divided by the number of outstanding shares of NeuCourt on a fully diluted, as-converted basis (“Conversion
Shares”). The Conversion Shares shall consist of (a) the number of shares of Equity Preferred Stock equal to the Purchase Amount
divided by the price per share of the Equity Preferred Stock (“Preferred Stock”) and (b) the number of shares of common stock
equal to the Conversion Shares minus the Preferred Stock.
The
SAFE will expire and terminate upon i) conversion or ii) repayment. The SAFE may be repaid by NeuCourt upon sixty (60) days prior notice
(“Repayment Notice”) to the Company unless the Company elects during that period to convert the SAFE.
Note
7 – Convertible notes receivable (continued)
If
NeuCourt does not close an equity financing round raising $500,000 or more prior to expiration or termination of the SAFE, the Company
may elect to convert the SAFE into the number of shares of a to-be-created series of preferred stock equal to the (x) Purchase Amount
divided by (y) the Valuation Cap divided by the number of outstanding shares of NeuCourt on a fully diluted, as-converted basis (“Default
Conversion”). Additionally, if NeuCourt experiences a change of control, initial public offering, ceases operations, or enters
into a general assignment for the benefit of its creditors, prior to conversion, termination, or expiration of the SAFE, the Company
will receive the greater of (a) a cash payment equal to the Purchase Amount and (b) the value of the shares issuable on Default Conversion.
On
July 22, 2022, the Company sold $989 of the SAFE Purchase Amount to a third party. On August 1, 2022, the Company sold an additional
$1,285 of the SAFE Purchase Amount to a third party, thereby reducing the aggregate outstanding SAFE Purchase Amount to $83,756.
On
January 20, 2023, the Company and NeuCourt entered into a SAFE Purchase Agreement by which the Company invested an additional $10,000
in the form of a NeuCourt Simple Agreement for Future Equity under the same terms as the previous July 15, 2022 SAFE Purchase Agreement
between NeuCourt and the Company, increasing the aggregate SAFE Purchase Amount to $93,756. At March 31, 2023 and December 31, 2022,
the SAFE Purchase Amount was $93,756 and $83,756, respectively.
Note
8 – Finance leases receivable
Partner
I
Net
finance leases receivable from G Farma remain fully impaired at March 31, 2023 and December 31, 2022. Finance lease revenue recognized
on Partner I finance leases at March 31, 2023 and December 31, 2022 was $0 and $0, respectively. See Note 18.
Net
finance leases receivable, non-performing, consists of the following at March 31, 2023 and December 31, 2022:
Schedule of net finance leases receivable, non-performing
| |
March 31, 2023 | | |
December 31, 2022 | |
Gross minimum lease payments receivable | |
$ | 1,203,404 | | |
$ | 1,203,404 | |
Accrued interest | |
| - | | |
| - | |
Less: unearned interest | |
| (400,005 | ) | |
| (400,005 | ) |
Less: reserve for bad debt | |
| (803,399 | ) | |
| (803,399 | ) |
Finance leases receivable | |
$ | - | | |
$ | - | |
Partner
II
Partner
II entered into a Master Equipment Lease Agreement with Pueblo West, dated February 11, 2018, amended November 28, 2018 and March 12,
2019. Partner II acquired and delivered manufacturing equipment as selected by Pueblo West under sales-type finance leases. On September
27, 2022, Pueblo West exercised its lease prepayment option and purchased the manufacturing equipment for $245,369. Therefore, the Company’s
lease receivable of $87,039, $94,731, $42,976, and $5,177 for 2023, 2024, 2025, and 2026, respectively, reported as of December 31, 2021
and the Company’s interest receivable of $20,391, $10,989, $2,131, and $226 for 2023, 2024, 2025, and 2026, respectively, reported
as of December 31, 2021 is no longer applicable. At December 31, 2022, minimum future payments receivable for performing finance leases
receivable were $0. On September 28, 2022 Partner II transferred full title to the equipment to Pueblo West. At March 31, 2023 and December
31, 2022, Partner II recognized finance revenue of $0 and $37,659, respectively.
Note
9 - Contractual interests in legal recoveries
Interest
in Electrum Partners, LLC legal recovery
Electrum
was the plaintiff in a certain legal action captioned Electrum Partners, LLC, Plaintiff, and Aurora Cannabis Inc., Defendant,
in the Supreme Court of British Columbia (“Litigation”). See Note 10 in the Company’s Annual Report for the period
ended December 31, 2022 on Form 10-K as filed with the Securities and Exchange Commission on March 28, 2023 for a discussion regarding
the Company’s former interest in the Litigation.
On
November 18, 2022, Electrum repaid $459,990 to the Company pursuant to a certain November 14, 2022 Settlement Agreement and Mutual Release,
following the Company’s October 21, 2022 lawsuit against Electrum and the escrow agent in the County of San Mateo. The Company
applied $196,666 to the Recovery Purchase Agreement, $200,000 to the Capital Agreements, and the remaining $63,324 to its $194,028 equity
interest in Electrum, resulting in a net $130,704 loss on the Company’s March 12, 2014 and April 27, 2017 equity investments in
Electrum at December 31, 2022.
Note
10 – Investments and fair value
The
hierarchy of Level 1, Level 2 and Level 3 Assets are listed as following:
Schedule
of hierarchy of level 1, level 2 and level 3 assets
| |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
(Level 3) | | |
(Level 3) | |
| |
| | |
Fair Value Measurement Using | | |
| | |
| |
| |
Unadjusted Quoted Market Prices | | |
Quoted Prices for Identical or Similar Assets in Active Markets | | |
Significant Unobservable Inputs | | |
Significant Unobservable Inputs | | |
Significant Unobservable Inputs | |
| |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
(Level 3) | | |
(Level 3) | |
| |
Investment in Securities | | |
| | |
Contractual interest Legal Recovery | | |
Investment in Common Stock Warrants | | |
Other Equity Investments | |
Balance at December 31, 2021 | |
$ | 1,009 | | |
$ | - | | |
$ | 396,666 | | |
$ | 1,175 | | |
$ | 204,028 | |
Total gains or losses | |
| | | |
| | | |
| | | |
| | | |
| | |
Included in earnings (or changes in net assets) | |
| (833 | ) | |
| - | | |
| - | | |
| (833 | ) | |
| - | |
Purchases, issuances, sales, and settlements | |
| | | |
| | | |
| | | |
| | | |
| | |
Purchases | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Issuances | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Sales | |
| (176 | ) | |
| - | | |
| - | | |
| - | | |
| - | |
Settlements | |
| - | | |
| - | | |
| (396,666 | ) | |
| - | | |
| (194,028 | ) |
Balance at December 31, 2022 | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 675 | | |
$ | 93,756 | |
Beginning balance | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 675 | | |
$ | 93,756 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total gains or losses | |
| | | |
| | | |
| | | |
| | | |
| | |
Included in earnings (or changes in net assets) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Purchases, issuances, sales, and settlements | |
| | | |
| | | |
| | | |
| | | |
| | |
Purchases | |
| - | | |
| - | | |
| - | | |
| - | | |
| 10,000 | |
Issuances | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Sales | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Settlements | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at March 31, 2023 | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 675 | | |
$ | 103,756 | |
ending balance | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 675 | | |
$ | 103,756 | |
Note
11 - Common stock warrants
On
August 21, 1998, the Company filed for voluntary reorganization with the United States Bankruptcy Court for the Northern District of
California, and on January 11, 2000, the Company’s Plan of Reorganization was approved. Among other things, the Company’s
Plan of Reorganization allowed creditors and claimants to receive new Series A, B, C, and D warrants in settlement of their prior claims.
The warrants expire on May 11, 2038.
All
Series A, B, C, and D warrants have been called, and all Series A, B, and C warrants have been exercised. The Company intends to allow
warrant holders or Company designees, in place of original holders, additional time as needed to exercise the remaining Series D warrants.
The Company may lower the exercise price of all or part of a warrant series at any time. Similarly, the Company could reverse split the
stock to raise the stock price above the warrant exercise price. The warrants are specifically not affected and do not split with the
shares in the event of a reverse split. If the called warrants are not exercised, the Company has the right to designate the warrants
to a new holder in return for a $0.10 per share redemption fee payable to the original warrant holders. All such changes in the exercise
price of warrants were provided for by the court in the Plan of Reorganization to provide a mechanism for all debtors to receive value
even if they could not or did not exercise their warrant. Therefore, Management believes that the act of lowering the exercise price
is not a change from the original warrant grants and the Company did not record an accounting impact as the result of such change in
exercise prices.
The
exercise price in effect at January 1, 2015 through March 31, 2023 for the Series D warrants is $1.60.
Note
11 - Common stock warrants (continued)
In
2009, the Company entered into an Investment Banking agreement with Network 1 Financial Securities, Inc. and a related Strategic Advisory
Agreement with Lenox Hill Partners, LLC regarding a potential merger with a cancer development company. In conjunction with those related
agreements, the Company issued 689,159 Series H ($7) Warrants, with a 30-year life. On November 14, 2022, the 275,647 Series H Warrants
of Lenox Hill Partners, LLC were cancelled pursuant to a Settlement Agreement. As of March 31, 2023, and December 31, 2022, there were
413,512 Series H ($7) Warrants outstanding. The warrants are subject to cashless exercise based upon the ten-day trailing closing bid
price preceding the exercise as interpreted by the Company.
As
of March 31, 2023, and December 31, 2022, the weighted average contractual life for all Mentor warrants was 15.3 years and 15.5 years,
respectively, and the weighted average outstanding warrant exercise price was $2.11 and $2.11 per share, respectively.
During
the three months ended March 31, 2022, there were 87,456 Series B and 2,954 Series D warrants exercised and there were no warrants issued.
During the three months ended March 31, 2023 there were zero Series B and Series D warrants exercised there were no warrants issued.
The intrinsic value of outstanding warrants at March 31, 2023 and December 31, 2022 was $0 and $0, respectively.
The
following table summarizes Series B and Series D common stock warrants as of each period:
Schedule of common stock warrants
| |
Series B | | |
Series D | | |
B and D Total |
|
Outstanding at December 31, 2021 | |
| 87,456 | | |
| 6,252,954 | | |
6,340,410 |
|
Issued | |
| - | | |
| - | | |
- |
|
Exercised | |
| (87,456 | ) | |
| (2,954 | ) | |
(90,410 |
) |
Canceled | |
| | | |
| | | |
|
|
Outstanding at December 31, 2022 | |
| - | | |
| 6,250,000 | | |
6,250,000 |
|
Issued | |
| - | | |
| - | | |
- |
|
Exercised | |
| - | | |
| - | | |
- |
|
Outstanding at March 31, 2023 | |
| - | | |
| 6,250,000 | | |
6,250,000 |
|
Series
E, F, G, and H warrants were issued for investment banking and advisory services during 2009. Series E, F, and G warrants were exercised
in 2014. On November 14, 2022, the 275,647 Series H Warrants of Lenox Hill Partners, LLC were cancelled pursuant to a Settlement Agreement.
As of December 31, 2022, there were 413,512 Series H ($7) Warrants outstanding. The following table summarizes Series H ($7) warrants
as of each period:
| |
Series H $7.00 exercise price | |
Outstanding at December 31, 2021 | |
| 689,159 | |
Issued | |
| - | |
Canceled | |
| 275,647 | |
Exercised | |
| - | |
Outstanding at December 31, 2022 | |
| 413,512 | |
Outstanding Beginning | |
| 413,512 | |
Issued | |
| - | |
Exercised | |
| - | |
Outstanding at March 31, 2023 | |
| 413,512 | |
Outstanding Ending | |
| 413,512 | |
Note
11 - Common stock warrants (continued)
On
February 9, 2015, in accordance with Section 1145 of the United States Bankruptcy Code and the Company’s Third Amended Plan of
Reorganization, the Company announced a minimum 30-day partial redemption of up to 1% of the already outstanding Series D warrants to
provide for the court specified redemption mechanism for warrants not exercised timely by the original holder or their estates. Company
designees that applied during the 30 days paid 10 cents per warrant to redeem the warrant and then exercised the Series D warrant to
purchase a share of the Company’s Common Stock at the court-specified formula of not more than one-half of the closing bid price
on the day preceding the 30-day exercise period. In successive months, the authorized partial warrant redemption amount was recalculated,
and the redemption offer repeated according to the court formula. In the Company’s October 7, 2016 press release, Mentor stated
that the 1% redemptions which were formerly priced on a calendar month schedule would subsequently be initiated and priced on a random
date schedule after the prior 1% redemption was completed to prevent potential third-party manipulation of share prices at month-end.
The periodic partial redemptions could continue to be recalculated and repeated until such unexercised warrants are exhausted, or the
partial redemption is otherwise paused, or truncated by the Company. For the three months ended March 31, 2023, and 2022, no warrants
were redeemed.
Note
12 - Warrant redemption liability
The
Plan of Reorganization provides the right for the Company to call, and the Company or its designee to redeem warrants that are not exercised
timely, as specified in the Plan, by transferring a $0.10 redemption fee to the former holders. Certain individuals desiring to become
a Company designee to redeem warrants have deposited redemption fees with the Company that, when warrants are redeemed, will be forwarded
to the former warrant holders through DTCC or at their last known address 30 days after the last warrant of a class is exercised, or
earlier at the discretion of the Company. The Company has arranged for a service to process the redemption fees in offset to an equal
amount of liability.
In
prior years the Series A, Series B, and Series C redemption fees have been distributed through DTCC into holder’s brokerage accounts
or directly to the holders. All Series A, Series B, and Series C warrants have been exercised and are no longer outstanding.
Once
the Series D warrants have been fully redeemed and exercised, the fees for the Series D warrant series will likewise be distributed.
Mr. Billingsley has agreed to assume liability for paying these redemption fees and therefore warrant redemption fees received are retained
by the Company for operating costs. Should Mr. Billingsley be incapacitated or otherwise become unable to pay the warrant redemption
fees, the Company will remit the warrant redemption fees to former holders from amounts due to Mr. Billingsley from the Company, which
are sufficient to cover the redemption fees at March 31, 2023 and December 31, 2022.
Note
13 - Stockholders’ equity
Common
Stock
The
Company was incorporated in California in 1994 and was redomiciled as a Delaware corporation, effective September 24, 2015. There are
75,000,000 authorized shares of Common Stock at $0.0001 par value. The holders of Common Stock are entitled to one vote per share on
all matters submitted to a vote of the stockholders.
On
August 8, 2014, the Company announced that it was initiating the repurchase of 300,000 shares of its Common Stock (approximately 2% of
the Company’s common shares outstanding at that time). As of March 31, 2023, and December 31, 2022, 44,748 and 44,748 shares have
been repurchased and retired, respectively.
Note
13 - Stockholders’ equity(continued)
Preferred
Stock
Mentor
has 5,000,000, $0.0001 par value, preferred shares authorized.
On
July 13, 2017, the Company filed a Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series Q Preferred
Stock (“Certificate of Designation”) with the Delaware Secretary of State to designate 200,000 preferred shares as Series
Q Preferred Stock, such series having a par value of $0.0001 per share. Series Q Preferred Stock is convertible into Common Stock, at
the option of the holder, at any time after the date of issuance of such share and prior to notice of redemption of such share of Series
Q Preferred Stock by the Company, into such number of fully paid and nonassessable shares of Common Stock as determined by dividing the
Series Q Conversion Value by the Conversion Price at the time in effect for such share.
The
per share “Series Q Conversion Value,” as defined in the Certificate of Designation, shall be calculated by the Company at
least once each calendar quarter as follows: The per share Series Q Conversion Value shall be equal to the quotient of the “Core
Q Holdings Asset Value” divided by the number of issued and outstanding shares of Series Q Preferred Stock. The “Core Q Holdings
Asset Value” shall equal the value, as calculated and published by the Company, of all assets that constitute Core Q Holdings which
shall include such considerations as the Company designates and need not accord with any established or commonly employed valuation method
or considerations. “Core Q Holdings” consists of all proceeds received by the Company on the sale of shares of Series Q Preferred
Stock and all securities, acquisitions, and business acquired from such proceeds by the Company. The Company shall periodically, but
at least once each calendar quarter, identify, update, account for and value, the assets that comprise the Core Q Holdings.
The
“Conversion Price” of the Series Q Preferred Stock shall be at the product of 105% and the closing price of the Company’s
Common Stock on a date designated and published by the Company. The Series Q Preferred Stock will be available only to accredited, institutional,
or qualified investors.
The
Company sold and issued 11 shares of Series Q Preferred Stock on May 30, 2018, at a price of $10,000 per share, for an aggregate purchase
price of $110,000 (“Series Q Purchase Price”). The Company invested the Series Q Purchase Price as capital in Partner II
to purchase equipment to be leased to Pueblo West. On September 27, 2022, Pueblo West exercised its lease prepayment option and purchased
the manufacturing equipment for $245,369. On September 28, 2022 Partner II transferred full title to the equipment to Pueblo West. Therefore,
the Core Q Holdings at September 30, 2022 and December 31, 2021 include this interest. The Core Q Holdings Asset Value at March 31, 2023
and December 31, 2022 was $20,843 and $20,843 per share, respectively. There is $0 and $0 contingent liability for the Series Q Preferred
Stock conversion at March 31, 2023 and December 31, 2022. At March 31, 2023 and December 31, 2022, the Series Q Preferred Stock could
have been converted at the Conversion Price of $0.055 and $0.047, respectively, into an aggregate of 4,168,610 and 4,874,525 shares of
the Company’s Common Stock, respectively. Because there were net losses for the three-month period ended March 31, 2023 and December
31, 2022, the shares were anti-dilutive and therefore are not included in the weighted average share calculation for that period.
Note
14 - Term Loan
Term
debt as of March 31, 2023 and December 31, 2022 consists of the following:
Schedule of term debt
| |
March 31, 2023 | | |
December 31, 2022 | |
Bank of America auto loan, interest at 2.49% per annum, monthly principal, and interest payments of $1,505, maturing July 2025, collateralized by vehicle. | |
$ | 17,115 | | |
$ | 18,427 | |
| |
| | | |
| | |
Bank of America auto loan, interest at 2.24% per annum, monthly principal, and interest payments of $654, maturing October 2025, collateralized by vehicle. | |
| 40,903 | | |
| 44,529 | |
| |
| | | |
| | |
Bank of America auto loan, interest at 2.84% per annum, monthly principal, and interest payments of $497, maturing March 2026, collateralized by vehicle. | |
| 19,059 | | |
| 20,920 | |
| |
| | | |
| | |
Total notes payable | |
| 77,077 | | |
| 83,876 | |
Less: Current maturities | |
| (30,266 | ) | |
| (29,011 | ) |
| |
| | | |
| | |
Long
term debt | |
$ | 46,811 | | |
$ | 54,865 | |
Note
15 – Economic Injury Disaster Loan
On
July 7, 2020, WCI received an Economic Injury Disaster Loan (“EIDL”) in the amount of $149,900 through the Small Business
Administration (“SBA) pursuant to Section 7(b) of the Small Business Act, Section 1110 of the Coronavirus Aid, Relief, and Economic
Security Act, which was further amended by the Paycheck Protection Program and Health Care Enhancement Act. The loan is secured by all
tangible and intangible personal property of WCI, bears interest at 3.75% per annum, initially required monthly installment payments
of $731 beginning July 2021, and matures July 2050. In March 2021 and March 2022, respectively, the SBA extended the deferment period
for payments and extended the initial payment until January 7, 2023. During the deferment period, interest continued to accrue and four
early monthly payments of $800 were accepted by the SBA prior to the January 7, 2023 initial payment date.
EIDL
loan balances at March 31, 2023 consist of the following:
Schedule of EIDL loan balances
| |
March 31, 2023 | | |
December 31, 2022 | |
| |
| 160,065 | | |
| 161,060 | |
July 7, 2020, WCI received an additional Economic Injury Disaster Loan, including accrued interest of $12,565 and $11,160 as of March 31, 2023 and December 31, 2022, respectively. The note is secured by all tangible and intangible personal property of WCI, bears interest at 3.75% per annum, requires monthly installment payments of $731 beginning July 7, 2022, and matures July 7, 2050. | |
| 160,065 | | |
| 161,060 | |
Long term debt | |
| 160,065 | | |
| 161,060 | |
| |
| | | |
| | |
| |
| | | |
| | |
Less: Current maturities | |
| (12,895 | ) | |
| (3,191 | ) |
| |
| | | |
| | |
Long-term portion of economic injury disaster loan | |
$ | 147,170 | | |
$ | 157,869 | |
Interest
expense on the EIDL Loan for the three months ended March 31, 2023 and 2022 was $1,405 and $1,444, respectively.
Note
16 - Accrued salary, accrued retirement, and incentive fee - related party
The
Company had an outstanding liability to its CEO as follows:
Schedule of outstanding liability
| |
March 31, 2023 | | |
December 31, 2022 | |
Accrued salaries and benefits | |
$ | 922,276 | | |
$ | 914,072 | |
Accrued retirement and other benefits | |
| 499,823 | | |
| 501,529 | |
Offset by shareholder advance | |
| (261,653 | ) | |
| (261,653 | ) |
Total
outstanding liability | |
$ | 1,160,446 | | |
$ | 1,153,948 | |
As
approved by a resolution of the Board of Directors in 1998, the CEO will be paid an incentive fee and a bonus which are payable in installments
at the CEO’s option. The incentive fee is 1% of the increase in market capitalization based on the bid price of the Company’s
stock beyond the book value at confirmation of the bankruptcy, which was approximately $260,000. The bonus is 0.5% of the increase in
market capitalization for each $1 increase in stock price up to a maximum of $8 per share (4%) based on the bid price of the stock beyond
the book value at confirmation of the bankruptcy. For the three months ended March 31, 2023 and 2022, the incentive fee expense was $0
and $0, respectively.
Note
17 – Related party transactions
On
December 15, 2020, WCI received a $20,000 short term loan, which bore interest at 8% per annum, from an officer of WCI, which was reflected
as a related party payable at December 31, 2021. On February 15, 2022, the loan plus accrued interest of $1,950 was paid in full.
On
March 12, 2021, Mentor received a $100,000 loan from its CEO, which bears interest at 7.8% per annum compounded quarterly and is due
upon demand. On June 17, 2021 and June 5, 2022, Mentor received an additional $100,000 and $50,000 loans from its CEO with the same terms
as the original loan. On December 1, 2022, the loans plus accrued interest of $17,380 and $10,644 at December 1, 2022 and December 31,
2021, respectively was paid in full.
Note
18 – Commitments and contingencies
On
May 28, 2019, the Company and Mentor Partner I, LLC filed suit against the G Farma Entities and three guarantors to the G Farma agreements,
summarized above, in the California Superior Court in and for the County of Marin. The Company primarily sought monetary damages for
breach of the G Farma agreements, including promissory notes, leases, and other agreements, to recover collateral under a security agreement
and to collect from guarantors on the agreements. The Company obtained, in January 2020, a writ of possession to recover leased equipment
within G Farma’s possession. On January 31, 2020, all remaining equipment leased to G Farma by Mentor Partner I was repossessed
by the Company. In the quarter ended June 30, 2020, the Company sold all of the recovered equipment, with an original cost of $622,670,
for net proceeds of $249,481, after deducting shipping and delivery costs. All proceeds from the sale of repossessed equipment have been
applied to the G Farma lease receivable balance that is fully reserved at March 31, 2023 and December 31, 2022.
On
November 4, 2020, the Court granted Mentor Capital, Inc.’s and Mentor Partner I’s motion for summary adjudication as to both
causes of action against G FarmaLabs Limited for liability for breach of the two promissory notes and one cause of action against each
of Mr. Gonzalez and Ms. Gonzalez related to their duties as guarantors of G FarmaLabs Limited’s obligations under the promissory
notes.
On
August 27, 2021, the Company and Mentor Partner I entered into a Settlement Agreement and Mutual Release with the G Farma Entities and
guarantors (collectively, “G Farma Settlors”) to resolve and settle all outstanding claims (“Settlement Agreement”).
The
Settlement Agreement requires the G Farma Settlors to pay the Company an aggregate of $500,000 plus interest, payable monthly as follows:
(i) $500 per month for 12 months beginning on September 5, 2021, (ii) $1,000 per month for 12 months beginning September 5, 2022, (iii)
$2,000 per month for 12 months beginning September 5, 2023, and (iv) increasing by an additional $1,000 per month on each succeeding
September 5th thereafter, until the settlement amount and accrued unpaid interest is paid in full. Interest on the unpaid
balance shall initially accrue at the rate of 4.25%, commencing February 25, 2021, and shall be adjusted on February 25th
of each year to equal the Prime Rate as published in the Wall Street Journal plus 1%.
In the event that the G Farma Settlors fail to make any monthly payment and have not cured such default within 10 days of notice from
the Company, the parties have stipulated that an additional $2,000,000 will be immediately added to the amount payable by the G Farma
Settlors.
In
August 2022, September 2022, and October 2022 the G Farma Settlors failed to make monthly payments and failed to cure each default within
10 days’ notice from Company pursuant to the Settlement Agreement. As a result, $2,000,000 will be added to the amount payable
by the G Farma Settlors in accordance with the terms of the Settlement Agreement. The Company is requesting that the stipulated judgment
be entered against the G Farma Settlors for (1) the remaining amount of the $500,000 settlement amount which has not yet been paid by
the G Farma Settlors plus $2,000,000 and all accrued unpaid interest, (2) the Company’s incurred costs, and (3) attorneys’
fees paid by the Company to obtain the judgment. We will continue to pursue collection from the G Farma Settlors over time.
Note
18 – Commitments and contingencies (continued)
The
Company has retained the full reserve on unpaid notes receivable balance due to the long history of uncertain payments from G Farma.
Payments from G Farma will be recognized in Other Income as they are received. See Notes 1, 8, and 18. Recovery payments of $0 and $3,550
are included in other income in the consolidated financial statements for the year ended March 31, 2023 and December 31, 2022, respectively.
No payments were received from G Farma in the year ended December 31, 2020.
For
the G Farma notes receivable, we will continue to pursue collection of the settlement payments from the G Farma Settlors for the notes
that are fully impaired at March 31, 2023 and December 31, 2022. We will continue to pursue collection for lease payments remaining,
after applying proceeds from the sale of recovered assets, that are fully impaired at March 31, 2023 and December 31, 2022, from the
G Farma Lease Entities and G Farma Lease Guarantors. See Notes 8, 9, and 20, to the Company’s Annual Report for the period ended
December 31, 2022 on Form 10-K filed with the Securities and Exchange Commission on March 28, 2023 for a discussion of the reserve against
the finance lease receivable.
Note
19 – Segment Information
The
Company is an operating, acquisition, and investment business. Subsidiaries in which the Company has a controlling financial interest
are consolidated. The Company generally has two reportable segments; 1) the historic cannabis and medical marijuana segment which includes
the cost basis of our former membership interests of Electrum, the former contractual interest in the Electrum legal recovery, the settlement
payments receivable from G Farma and its co-defendants, the former finance lease payments receivable from Pueblo West to Partner II,
the operation of subsidiaries MCIP and Partner I in the cannabis and medical marijuana sector, and 2) the Company’s long standing
investment in WCI which works with business park owners, governmental centers, and apartment complexes to reduce their facility related
operating costs. Additionally, the Company formerly had small investments in securities listed on the NYSE and NASDAQ, an investment
in note receivable from a non-affiliated party, the fair value of convertible notes receivable and accrued interest from NeuCourt, which
on July 15, 2022 was exchanged for a NeuCourt SAFE security investment that will be carried at cost, and the investment in NeuCourt that
is included in the Corporate, Other, and Eliminations section below.
Schedule of segment information
| |
Cannabis and Medical Marijuana Segment | | |
Facility Operations Related | | |
Corporate and Eliminations | | |
Consolidated | |
| |
| | |
| | |
| | |
| |
Three months ended March 31, 2023 | |
| | | |
| | | |
| | | |
| | |
Net revenue | |
$ | - | | |
$ | 2,175,135 | | |
$ | - | | |
$ | 2,175,135 | |
Operating income (loss) | |
| (706 | ) | |
| 244,054 | | |
| (170,734 | ) | |
| 72,614 | |
Interest income | |
| - | | |
| - | | |
| 6,660 | | |
| 6,660 | |
Interest expense | |
| - | | |
| 16,163 | | |
| 2,796 | | |
| 18,959 | |
Property additions | |
| - | | |
| - | | |
| - | | |
| - | |
Depreciation and amortization | |
| - | | |
| 14,208 | | |
| 238 | | |
| 14,446 | |
Total assets | |
| 812 | | |
| 3,623,663 | | |
| 1,607,618 | | |
| 5,232,093 | |
| |
| | | |
| | | |
| | | |
| | |
Three months ended March 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Net revenue | |
$ | 9,017 | | |
$ | 1,839,881 | | |
$ | - | | |
$ | 1,848,898 | |
Operating income (loss) | |
| 5,491 | | |
| 187,150 | | |
| (161,265 | ) | |
| 31,376 | ) |
Interest income | |
| - | | |
| - | | |
| 14,353 | | |
| 14,353 | |
Interest expense | |
| - | | |
| 10,386 | | |
| 7,821 | | |
| 18,207 | |
Property additions | |
| - | | |
| 27,902 | | |
| - | | |
| 27,902 | |
Depreciation and amortization | |
| - | | |
| 15,368 | | |
| 522 | | |
| 15,890 | |
Total assets | |
| 879,789 | | |
| 2,411,343 | | |
| 1,545,786 | | |
| 4,836,918 | |
Note
19 – Segment Information (continued)
The
following table reconciles operating segments and corporate-unallocated operating income (loss) to consolidated income before income
taxes, as presented in the unaudited condensed consolidated income statements:
Schedule
of reconciliation of revenue from segments to consolidated
| |
2023 | | |
2022 | |
| |
Three Months Ended March 31, | |
| |
2023 | | |
2022 | |
Operating loss | |
$ | 72,614 | | |
$ | 31,376 | |
Gain (loss) on investments | |
| - | | |
| (42,680 | ) |
Interest income | |
| 6,660 | | |
| 14,353 | |
Interest expense | |
| (18,959 | ) | |
| (18,207 | ) |
Gain (loss) on ROU asset disposal | |
| - | | |
| 26,168 | |
Other income | |
| 12,118 | | |
| 1,500 | |
| |
| | | |
| | |
Note
20 – Subsequent events
None.