Mentor Capital, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-04-01.
0001493152-24-012225
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001641172-25-001620
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 128 previous paragraphs and 129 current paragraphs.
94 unchanged; 29 reworded; 5 added; 5 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Segment Reporting: Improvements to Reportable Segment Disclosures - In November 2023, the FASB issued Accounting Standards Update ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” updates ASC 280 to expand annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. We adopted ASU 2023-07 in fiscal year 2024. See Note 17.
Current report
Income Taxes: Improvements to Income Tax Disclosures - In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topics 740): Improvements to Income Tax Disclosures,” updates ASC 740 to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.
Current report
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses - In November 2024, the FASB issued ASU 2024-03 “Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)” which adds ASC 220-40 to expand disclosure requirements related to entity expenses. Upon adoption, entities will be required to disclose a disaggregation of certain expense categories included within the expense captions on the face of the income statement within the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.
Current report
Our selling, general, and administrative expenses for the year ended December 31, 2024 was $780,212 compared to $1,775,210 for the year ended December 31, 2023, a decrease of ($994,998) or 56.05%. The decrease was due to a decrease in officer accrued benefits of ($661,718), a decrease in officer salary and payroll tax expense of ($391,154), a decrease in employee accrued benefits of ($17,005), a decrease in administrative expenses of ($2,004), a decrease in depreciation expense of ($632), a decrease in insurance expenses of ($418), and a decrease in subsidiary related expenses of ($313), offset by an increase of $44,718 in professional service fees, an increase in board of directors fees of $20,750, an increase in employee salary and payroll tax expense of $12,575, an $129 increase in advertising and promotion expense, and a $74 increase in travel related expenses.
Current report
Net cash inflows in 2024 from investing activities were $561,870, including ($1,420,608) purchase of investment securities, plus $982,478 proceeds from investment securities sold, plus $1,000,000 received from proceeds from Ally Waste note receivable.
Removed paragraphs (5)
Previous report
Electrum Partners, LLC
Previous report
Electrum Partners, LLC (“Electrum”) is a Nevada-based consulting, investment, and management company. On November 18, 2022, Mentor received $459,990 from Electrum in a consolidated settlement of one equity, one recovery purchase, and two secured capital agreements. See Note 10 to the consolidated financial statements.
Previous report
Simplifying the Accounting for Income Taxes – As of January 1, 2021, we adopted ASU No. 2019-12,Simplifying the Accounting for Income Taxes, which is designed to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. ASU No. 2019-12 The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
Previous report
Our selling, general, and administrative expenses for the year ended December 31, 2023 was $1,775,210 compared to $495,400 for the year ended December 31, 2022, an increase of $1,279,810. The increase was due to an increase of $22,182 in professional service fees, an increase in board of directors fees of $19,250, an increase in officer salary and payroll tax expense of $46,346, an increase in employee salary and payroll tax expense of $42,355, a one-time revaluation for unpaid officer salary of $453,865 to adjust for our officer’s rate, a one-time revaluation of officer unpaid sick leave of $97,027 to adjust for our officer’s hourly rate, a one-time revaluation of officer vacation of $211,231 to adjust for our officer’s hourly rate, a one-time revaluation of officer benefits of $331,658 to adjust for our officer’s hourly rate, offset by a $26,360 decrease in costs to bill, a $2,479 decrease in payroll taxes, and a $1,047 decrease in administrative expenses.
Previous report
Net cash inflows in 2023 from investing activities were $5,585,595, including ($649,847) purchase of investment securities, plus $6,000,000 received from the sale of our discontinued facilities operation segment, plus $129,532 adjustment on sale of our discontinued operation, less ($10,000) increase in long term investments, less ($2,291) purchases of property and equipment, plus $118,201 proceeds from investment receivable.
Reworded paragraphs (29)
Previous wording
We sold our majority ownership interest in Waste Consolidators, Inc. (“WCI”) on October 4, 2023, resulting in the elimination of our facilities operations segment at that time. Following the sale, the Company received no new income from WCI and had no further involvement or continuing influence over its operations. Accordingly, the results of operations and assets and liabilities for this segment are excluded from the Company’s continuing operations on December 31, 2023, and for all prior periods of comparison and are presented as a discontinued operation in this report.
Current wording
We sold the entirety of our majority ownership interest in Waste Consolidators, Inc. (“WCI”) on October 4, 2023 for $6,000,000, resulting in the elimination of our facilities operations segment at that time. Accordingly, the results of operations and assets and liabilities for this segment were excluded from the Company’s continuing operations on December 31, 2023, and for all prior periods of comparison and are presented as a discontinued operation in this report and in the Company’s Annual Report for the period ended December 31, 2023 on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2024.
Previous wording
In 2009, the Company began focusing its investing activities on leading-edge cancer companies. In response to government limitations on reimbursement for highly technical and expensive cancer treatments and a resulting business decline in the cancer immunotherapy sector, the Company decided to exit that space. In the summer of 2013, the Company was asked to consider investing in a cancer-related project with a medical marijuana focus. On August 29, 2013, the Company decided to focus its next round of investments in the cannabis sector. In late 2019, the Company expanded its target industry focus which now prioritizes the oil, gas, coal, uranium, and related businesses. In September 2020, the Company moved its corporate office to Plano, Texas.
Current wording
In 2009, the Company began focusing its investing activities on leading-edge cancer companies. In response to government limitations on reimbursement for highly technical and expensive cancer treatments and a resulting business decline in the cancer immunotherapy sector, the Company decided to exit that space. In the summer of 2013, the Company was asked to consider investing in a cancer-related project with a medical marijuana focus. In late 2019, the Company expanded its target industry focus which now prioritizes the oil, gas, coal, uranium, and related businesses. In September 2020, the Company moved its corporate office to Plano, Texas. Most recently, the Company has signaled a substantial return to its energy roots, starting with a tracking investment in six New York Stock Exchange energy companies in the oil and gas, coal, uranium, and pipeline markets while also working to cooperatively acquire royalty interests and operating companies in these classic energy markets.
Previous wording
In 2003, the Company purchased a 50% interest in Waste Consolidators, Inc., a facilities operation company that comprised our facilities operation segment (“WCI”), and increased its ownership stake in WCI by 1% in 2014. Since January 1, 2014, our controlling interest investment in WCI included a facilities operations segment, which provides waste management and disposal services to business park owners, governmental centers, and apartment complexes in Phoenix, Austin, San Antonio, Houston, and Dallas. We sold the entirety of our majority ownership interest in WCI on October 4, 2023. The sale proceeds support the Company’s focus on investment opportunities in the classic energy space available in the state of Texas, increasing our liquidity and capitalizing on the long-standing experience of our Chief Executive Officer in this sector. Following the sale, the Company received no new income from WCI and had no further involvement or continuing influence over its operations. The sale of WCI resulted in the elimination of our facilities operations segment at that time. Accordingly, the results of operations and assets and liabilities for our facilities operations segment are excluded from the Company’s continuing operations on December 31, 2023, and for all prior periods of comparison, and WCI is presented as a discontinued operation. See Note 3 to the consolidated financial statements.
Current wording
In 2003, the Company purchased a 50% interest in Waste Consolidators, Inc., a facilities operation company that comprised our facilities operation segment (“WCI”) and increased its ownership stake in WCI by 1% in 2014. Since January 1, 2014, our controlling interest investment in WCI included a facilities operations segment, which provides waste management and disposal services to business park owners, governmental centers, and apartment complexes in Phoenix, Austin, San Antonio, Houston, and Dallas. We sold the entirety of our majority ownership interest in WCI on October 4, 2023. The sale proceeds support the Company’s focus on acquisition and investment opportunities in the classic energy space available in the state of Texas, increasing our liquidity and capitalizing on the long-standing experience of our Chief Executive Officer in this sector. Following the sale, the Company received no new income from WCI and had no further involvement or continuing influence over its operations. The sale of WCI resulted in the elimination of our facilities operations segment at that time. Accordingly, the results of operations and assets and liabilities for our facilities operations segment are excluded from the Company’s continuing operations on December 31, 2023, and for all prior periods of comparison, and WCI is presented as a discontinued operation. See Note 3 to the consolidated financial statements and the Company’s Annual Report for the period ended December 31, 2023 on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2024 for comparative prior period December 31, 2022 reporting related to our discontinued operation.
Previous wording
On April 18, 2016, the Company formed Mentor IP, LLC (“MCIP”), a South Dakota limited liability company and wholly owned subsidiary of Mentor. MCIP held interests related to patent rights for an — 80% / 20% domestic and 50% / 50% foreign economic interest with R. L. Larson for vape pens under the provisions of United States patent law and the Patent Cooperation Treaty of 1970, as amended. Patent application and maintenance fees have been expensed when paid, and there were no assets related to the MCIP patents represented on the condensed consolidated financial statements at December 31, 2023 and December 31, 2022. On October 24, 2023, the Company divested MCIP’s intellectual property and licensing rights related to the United States and the Canadian patent associated with vape pens. The Company received no payment for its divestment. Patent application national phase maintenance fees were expensed when paid, and there were no assets related to MCIP patents represented on the consolidated financial statements at December 31, 2023 and 2022. Activity had been limited to payment of patent application maintenance fees in Canada.
Current wording
On April 18, 2016, the Company formed Mentor IP, LLC (“MCIP”), a South Dakota limited liability company and wholly owned subsidiary of Mentor. Since its inception, MCIP held interests related to patent rights. On October 24, 2023, the Company divested Mentor IP, LLC’s intellectual property and licensing rights related to a certain United States and Canadian patent. The Company received no payment for its divestment. Patent application and national phase maintenance fees were expensed when paid and there were no assets related to MCIP patents represented on the consolidated financial statements at December 31, 2024 and 2023. Activity has been limited to payment of patent application maintenance fees in Canada.
Previous wording
On January 20, 2023, the Company and NeuCourt entered into a SAFE Purchase Agreement, whereby the Company purchased an additional SAFE at face value of $10,000, increasing the Company’s aggregate SAFE Purchase Amount to $93,756. At December 31, 2023 and 2022, the SAFE Purchase Amount was $93,756 and $83,756, respectively. See Note 8.
Current wording
On January 20, 2023, the Company and NeuCourt entered into a SAFE Purchase Agreement, whereby the Company purchased an additional SAFE at face value of $10,000, increasing the Company’s aggregate SAFE Purchase Amount to $93,756. At December 31, 2024 and 2023, the SAFE Purchase Amount was $93,756. See Note 7.
Previous wording
On February 22, 2019, the City of Corona Building Department closed access to G Farma’s corporate location; the Company was not informed by G Farma of this incident until March 14, 2019. On April 24, 2019, the Company was notified that certain G Farma assets at its corporate location, including approximately $427,804 of equipment leased by G Farma Entities from Mentor Partner I, LLC, under a Master Equipment Lease Agreement, were impounded by the Corona Police, see further description under Mentor Partner I, LLC, below, and Note 9 to the consolidated financial statements.
Current wording
On February 22, 2019, the City of Corona Building Department closed access to G Farma’s corporate location; the Company was not informed by G Farma of this incident until March 14, 2019. On April 24, 2019, the Company was notified that certain G Farma assets at its corporate location, including approximately $427,804 of equipment leased by G Farma Entities from Mentor Partner I, LLC, under a Master Equipment Lease Agreement, were impounded. See further description under Mentor Partner I, LLC, below, and Note 9 to the consolidated financial statements.
Previous wording
The Company has retained the full reserve on the unpaid notes receivable balance and collections of the unpaid lease receivable balance due to the long history of uncertain payments from G Farma and the G Farma Settlors. Payments from G Farma and G Farma Settlors will be recognized in Other Income as they are received. Recovery payments of $0 and $3,550 were included in other income in the consolidated financial statements for the year ended December 31, 2023 and 2022, respectively. No payments have been received from the G Farma Entities since October 11, 2022. The $2,539,597 judgment and interest receivable of $120,370 at December 31, 2023 is fully reserved pending the outcome of the Company’s collection process. See Notes 9, 10, and 21.
Current wording
The Company has retained the full reserve on the unpaid notes receivable balance and collections of the unpaid lease receivable balance due to the long history of uncertain payments from G Farma and the G Farma Settlors. Payments from G Farma and G Farma Settlors will be recognized in Other Income as they are received. No recovery payments were included in other income in the consolidated financial statements for the year ended December 31, 2024 and 2023, respectively. No payments have been received from the G Farma Entities since October 11, 2022. The $2,539,597 judgment and interest receivable of $375,025 at December 31, 2024 is fully reserved pending the outcome of the Company’s collection process. See Notes 8, 9, and 16.
Previous wording
In 2020, the Company repossessed leased equipment under G Farma’s control with a cost of $622,670 and sold it to the highest offerors for net proceeds of $348,734 after shipping and delivery costs. Net sales proceeds were applied against the finance lease receivable.
Current wording
In 2020, the Company repossessed leased equipment under G Farma’s control with a cost of $622,669 and sold it to the highest offerors for net proceeds of $249,481 after shipping and delivery costs. Net sales proceeds were applied against the finance lease receivable.
Previous wording
On July 11, 2023, the Court entered judgment against the G Farma Entities in favor of Mentor and Partner I in the amount of $2,539,597. The judgment also accrues post-judgment interest at the rate of 10% from July 11, 2023 until such time as the judgment is paid in full. Collection is uncertain at this time. The remaining finance lease receivable balance is fully impaired at December 31, 2023 and 2022. See Note 9 and 18 to the consolidated financial statements.
Current wording
On July 11, 2023, the Court entered judgment against the G Farma Entities in favor of Mentor and Partner I in the amount of $2,539,597. The judgment also accrues post-judgment interest at the rate of 10% from July 11, 2023 until such time as the judgment is paid in full. Collection is uncertain at this time. The remaining finance lease receivable balance is fully impaired at December 31, 2024 and 2023. See Notes 9 and 16 to the consolidated financial statements.
Previous wording
Mentor Partner II, LLC (“Partner II”) was reorganized as a limited liability company under the laws of the State of Texas on February 17, 2021. The entity was originally organized as a limited liability company under the laws of the State of California on February 1, 2018. Partner II was formed as a wholly owned subsidiary of Mentor for the purpose of investing and acquisition. On February 8, 2018, 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 leased to Pueblo West under a Second Amendment to the lease. 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 See Note 9 to the consolidated financial statements. During the years ended December 31, 2023 and 2022, Mentor withdrew capital of $0 and $326,893, respectively, from Partner II.
Current wording
Mentor Partner II, LLC (“Partner II”) was reorganized as a limited liability company under the laws of the State of Texas on February 17, 2021. The entity was originally organized as a limited liability company under the laws of the State of California on February 1, 2018. Partner II was formed as a wholly owned subsidiary of Mentor for the purpose of acquisition and investment. Partner II originally held the contractual rights to lease payments from Pueblo West Organics, LLC (“Pueblo West”) which was paid in full to Partner II on September 28, 2022. See Note 9 in the Company’s Annual Report for the period ended December 31, 2023 on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2024 for further discussion regarding the former Master Equipment Lease Agreement between Partner II and Pueblo West.
Previous wording
On October 4, 2023, in connection with the sale of the Company’s 51% ownership interest in WCI, the Company received a one-year unsecured, subordinated, promissory note in initial principal face amount of $1,000,000 from Ally Waste Services, LLC (“Ally”) at 6% per annum. The note is recorded at the principal face amount of $1,000,000 plus accrued interest of $15,000 and $0 at December 31, 2023 and 2022, respectively. The note is unsecured, subordinated, and junior in right of payment of the indebtedness of borrowed money and obligations of Ally owed to senior lenders. Subject to the terms of agreements with senior lenders, the note principal plus accrued interest is payable on October 4, 2024. Ally’s failure to pay the principal and accrued interest on October 4, 2024, among other enumerated events of default, will result in the interest rate retroactively increasing to 12% per annum. The note may be set off against any indemnification obligations owed by the Company to Ally, which indemnification obligations are secondary to indemnification obligations owed by the other WCI selling shareholder to Ally. The Company has received assurances from Ally that the note will be paid, so management has not impaired the note receivable. If management is given any indication from Ally or the other WCI selling shareholder that collection is uncertain, the Company will impair the note receivable at such time. See Note 5.
Current wording
On October 4, 2023, in connection with the sale of the Company’s 51% ownership interest in WCI, the Company received a one-year unsecured, subordinated, promissory note in initial principal face amount of $1,000,000 from Ally Waste Services, LLC (“Ally”) at 6% per annum. The $1,000,000 initial principal face amount of the note plus accrued interest of $60,000 was paid by Ally on October 4, 2024. See Note 5.
Previous wording
The Company’s future success is dependent upon its ability to make a return on our investments to generate positive cash flow and to obtain sufficient capital from non-portfolio-related sources. The Company currently has enough cash to effectuate its business plans for the next five years. Management believes they can raise the appropriate funds needed to support their business plan and develop an operating, cash-flow-positive company.
Current wording
The Company’s future success is dependent upon its ability to make a return on our acquisitions and investments to generate positive cash flow and to obtain sufficient capital from non-portfolio-related sources. The Company currently has enough cash to effectuate its business plans for the next four years. Management believes they can raise additional funds to support their business plan and develop a successful operating company.
Previous wording
As shown in the accompanying financial statements, the Company has a significant accumulated deficit of ($8,187,807) as of December 31, 2023.
Current wording
As shown in the accompanying financial statements, the Company has a significant accumulated deficit of ($9,027,312) as of December 31, 2024. The Company has recently received significant profit on the sale of its former majority owned subsidiary, although negative cash flows from operations continue.
Previous wording
The Company may seek to recover unused funds, sell one or more investments that management has determined have significantly appreciated, are at the end of their lifecycle or no longer fit within the Company’s desired focus, or raise additional capital to fund its acquisitions. The Company may also be required to raise additional capital to fund its operations and 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 adequately execute its business plan. Additionally, the Company has 4,250,000 Series D warrants outstanding in which the Company can effectively set the exercise price substantially below the current market price. Additionally, 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. These consolidated financial statements do not include any adjustments that might result from the effect of a reverse stock split on the outstanding warrants. Management’s plans include 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.
Current wording
The Company will endeavor to raise additional capital to fund its acquisitions from both related and unrelated parties to generate increasing growth and revenues. The Company has 4,250,000 Series D warrants outstanding, and the Company has reset the exercise price to $0.02 per share, which is below the current market price. The Company may reverse split the stock to raise the stock price to a level further 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. These consolidated financial statements do not include any adjustments that might result from repricing the outstanding warrants.
Previous wording
The Company has determined that there are currently two reportable segments: 1) the historic residual medical operations segment and 2) the Company’s energy segment.
Current wording
The Company has determined that there are currently two reportable segments: 1) the historic residual operations segment and 2) the Company’s energy segment.
Previous wording
The Company has a one-year subordinated note receivable from Ally Waste Services, LLC that is recorded at the principal face amount of $1,000,000 plus accrued interest of $15,000 and $0 at December 31, 2023 and 2022, respectively. The note matures October 4, 2024, and bears interest at 6% per annum from October 4, 2023, to October 4, 2024, at which time the note is due and payable to Mentor.
Current wording
The Company had a one-year subordinated note receivable from Ally Waste Services, LLC that was recorded at the principal face amount of $1,000,000 plus accrued interest of $15,000 at December 31, 2023. The note matured on October 4, 2024, and bore interest at 6% per annum from October 4, 2023, to October 4, 2024, at which time the note was due and payable to Mentor. The $1,000,000 initial principal face amount of the note plus accrued interest of $60,000 was paid by Ally on October 4, 2024.
Previous wording
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, three to five years; furniture and equipment, seven years; and vehicles and trailers, four to five years. Prior to the sale of our discontinued operation, depreciation on vehicles used by the discontinued operation to service its customers is included in cost of goods sold. All other depreciation is included in selling, general and administrative costs in the consolidated income statements.
Current wording
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 years to 5 years; furniture and equipment, 7 years; and vehicles and trailers, 4 years to 5 years. Prior to the sale of our discontinued operation, depreciation on vehicles used by the discontinued operation to service its customers is included in cost of goods sold. All other depreciation is included in selling, general and administrative costs in the consolidated income statements.
Previous wording
Effective October 4, 2023, the date of sale of our WCI interest, we met the criteria outlined in ASC Topic 205-20*“Discontinued Operations*,” for our $1,426,182 goodwill to be reduced to $0 and the results of operations and assets and liabilities for our facilities operations segment were excluded from our continuing operations and presented as a discontinued operation in our consolidated financial statements. As a result, goodwill in the aggregate amount of $ 1,426,182 was reduced to $0. No goodwill is reported in the Company’s condensed consolidated balance sheets at December 31, 2023 and 2022.
Current wording
Effective October 4, 2023, the date of sale of our WCI interest, we met the criteria outlined in ASC Topic 205-20*“Discontinued Operations*,” for our $1,426,182 goodwill to be reduced to $0 and the results of operations and assets and liabilities for our facilities operations segment were excluded from our continuing operations and presented as a discontinued operation in our consolidated financial statements. As a result, goodwill in the aggregate amount of $1,426,182 was reduced to $0. No goodwill is reported in the Company’s condensed consolidated balance sheets at December 31, 2024 and 2023.
Previous wording
The Company, through its subsidiaries, is the lessor of manufacturing equipment subject to leases under master leasing agreements. The leases contain 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 reports 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 accrues 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.
Current wording
The Company, through its subsidiaries, has been the lessor of manufacturing equipment subject to leases under master leasing agreements. The leases contain 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 reports 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 accrues 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.
Previous wording
There were 4,250,000 potentially dilutive outstanding warrants as of December 31, 2023 that on a treasury stock basis had the dilutive effect of 2,887,821 common shares as of December 31, 2023. 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 7,000,000 as of December 31, 2022.
Current wording
There were 4,250,000 potentially dilutive outstanding warrants as of December 31, 2024 and 2023 that on a treasury stock basis would have the dilutive effect of 3,128,628 common shares and had the dilutive effect of 2,887,821 common shares as of December 31, 2024 and 2023, respectively. Earnings for the twelve months ended December 31, 2024 were negative and the inclusion of the computational effect of the 3,128,628 common share equivalents from the warrants would be anti-dilutive, so no dilution effect was included for the period ending December 31, 2024, for the 4,250,000 potentially dilutive warrants then outstanding.
Previous wording
The Fair Value Measurements and Disclosure Topic establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. These three general valuation techniques that may be used to measure fair value are as follows: Market approach (Level 1) – which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources. Cost approach (Level 2) – which is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and the Income approach (Level 3) – which uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (including present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.
Current wording
The Fair Value Measurements and Disclosure Topic establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. These three general valuation techniques that may be used to measure fair value are as follows: Market approach (Level 1) – which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources. Cost approach (Level 2) – which is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and the Income approach (Level 3) – which uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (including present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted to a single current value at an appropriate market interest rate.
Previous wording
On October 4, 2023, the Company sold its majority ownership interest in WCI, resulting in the elimination of the Company’s facilities operations segment at the time of such sale. Following the sale, the Company received no new income from WCI, and had no further involvement or continuing influence over the operations of WCI. Accordingly, the results of operations for this segment are excluded from the Company’s continuing operations at December 31, 2023 year, and the prior period of comparison, and the financial results are presented as a discontinued operation in the Company’s consolidated financial statements. See Note 3.
Current wording
On October 4, 2023, the Company sold its majority ownership interest in WCI, resulting in the elimination of the Company’s facilities operations segment at the time of such sale. Following the sale, the Company received no new income from WCI, and had no further involvement or continuing influence over the operations of WCI. Accordingly, the results of operations for this segment are excluded from the Company’s continuing operations at December 31, 2023 year, the prior period of comparison, and the financial results are presented as a discontinued operation in the Company’s consolidated financial statements. See Note 3.
Previous wording
We had revenue of $0 and gross profit of $0 for the year ended December 31, 2023, versus revenue of $35,074 and gross profit of $35,074 for the year ended December 31, 2022, a decrease in revenue of $35,074 and a decrease in gross profit of $35,074. We formed Partner I and Partner II for the purpose of specific equipment sales-type financing leases. Finance lease revenue was $0 in 2023 compared to $37,659 in 2022.
Current wording
We had revenue of $0 and gross profit of $0 for the year ended December 31, 2024, versus revenue of $0 and gross profit of $0 for the year ended December 31, 2023, a decrease in revenue of $0 and a decrease in gross profit of $0.
Previous wording
Other income and expenses, net, totaled $4,863,129 for the year ended December 31, 2023, compared to ($145,016) for the year ended December 31, 2022, an increase of $5,008,145. The increase was due to the sale of our discontinued operations on which we recognized a $4,805,389 gain, plus a $16,055 increase in interest income, a $22,006 reduction of interest expense, and a $170,418 decrease of loss on investments, offset by a $3,238 increase in other income expenses and a $2,484 increase in unrealized loss on investments.
Current wording
Other income and expenses, net, totaled ($43,964) for the year ended December 31, 2024, compared to $4,863,129 for the year ended December 31, 2023, a decrease of ($4,907,093). The decrease was due to the October 4, 2023 sale of our discontinued operation, WCI, on which we recognized a $4,805,389 gain at December 31, 2023, plus a $94,476 increase in interest income, a $15,847 decrease in interest expenses, a $250,208 decrease in loss on investments, and a ($6,387) increase in unrealized loss on investments, offset by a $41,376 gain on sale of investments.
Previous wording
The net result for the year ended December 31, 2023, was a net gain attributable to Mentor of $3,157,658 or $0.137 per Mentor common share compared to a loss attributable to Mentor of $471,386 or ($0.021) per Mentor common share for the year ended December 31, 2022. The Company will continue to look for acquisition opportunities to expand its portfolio, ideally with companies that are positive for operating revenue or have the potential to become positive for operating revenue.
Current wording
The net result for the year ended December 31, 2024, was a net loss attributable to Mentor of ($839,505) or ($0.036) per Mentor common share compared to a net gain attributable to Mentor of $3,157,658 or $0.137 per Mentor common share for the year ended December 31, 2023. The Company will continue to look for acquisition opportunities to expand its portfolio, ideally with companies that are positive for operating revenue or have the potential to become positive for operating revenue.
Previous wording
At December 31, 2023, we had cash of $2,431,299 and working capital of $4,007,358. Operating cash outflows during 2023 were ($2,426,244), inflows from investing activities were $5,585,595, and outflows from financing activities were ($1,984,763). We are evaluating various options to raise additional funds, including loans. See discussion of cash flow changes under the next section, Liquidity, and Capital Resources.
Current wording
At December 31, 2024, we had cash of $2,182,121 and working capital of $3,263,848. Operating cash outflows during 2024 were ($627,055), inflows from investing activities were $561,870, and outflows from financing activities were ($183,993). We are evaluating various options to raise additional funds, including equity and debt. See discussion of cash flow changes under the next section, Liquidity, and Capital Resources.
Previous wording
Since our reorganization, we have raised capital through warrant holder exercise of warrants to purchase shares of Common Stock. At December 31, 2023, we had cash of $2,431,299 and working capital of $4,007,358. Operating cash outflows in the year ended December 31, 2023, were ($2,426,244), including $3,157,658 of net income loss, less net income for discontinued operations of ($77,899), plus depreciation and amortization of $1,706, plus bad debt expense of $10,198, less amortization of discount on investment receivable of ($41,741), less gain on the sale of our discontinued operation segment of ($4,805,389), plus loss on investments at fair value of $2,484, less accounts receivable trade of ($11,398), less other receivables of ($15,000), plus prepaid expenses and current assets of $2,867, less accounts payable of ($4,383), plus accrued expenses of $72,089, less accrued salary, retirement, and benefits of related party of ($717,436).
Current wording
Since our reorganization, we have raised capital through warrant holder exercise of warrants to purchase shares of Common Stock. At December 31, 2024, we had cash of $2,182,121 and working capital of $3,263,848. Operating cash outflows in the year ended December 31, 2024, were ($627,055), including ($839,505) of net income loss, plus depreciation and amortization of $1,073, less amortization of discount on investment receivable of ($9,559), less gain on investment in securities, at fair value of ($34,989), plus loss on long-term investments of $250,208, plus other receivables of $15,000, less prepaid expenses and current assets of ($502), plus accounts payable of $14, less accrued expenses of ($48,861), plus accrued salary, retirement, and benefits of related party of $40,066.
Previous wording
Net outflows from financing activities in 2023 were ($1,984,763), including $40,000 received from the exercise of warrants, less ($1,000,000) increase in notes receivable, less ($1,016,879) warrant credit as a reduction to additional paid in capital, less ($7,884) payments on the repurchase of stock.
Current wording
Net outflows from financing activities in 2024 were ($183,993), including ($300) paid in capital for Company stock repurchases, less ($183,693) payments on the repurchase of the Company’s stock.
Previous wording
We believe our existing available resources and opportunities will be sufficient to satisfy our funding requirements for five years.
Current wording
We will seek to raise additional funds through financing, additional collaborative relationships, or other arrangements to increase revenues to support positive cash flow. We believe our existing available resources and opportunities are sufficient to satisfy our funding requirements for four years.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Management’s plans include 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.