General form of registration statement for all companies including face-amount certificate companies

DISCONTINUED OPERATIONS

v3.21.2
DISCONTINUED OPERATIONS
9 Months Ended 12 Months Ended
Sep. 30, 2021
Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]    
DISCONTINUED OPERATIONS

NOTE 9 – DISCONTINUED OPERATIONS

 

On November 6, 2020, the Company executed a Separation Agreement (see Note 4 – Separation Agreement), whereby the Company transferred its Legacy Business and the related assets and liabilities to EPH, a related party and equity method investee.

 

ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s unaudited operations and financial results. As a result, the component’s results of operations have been reclassified as discontinued operations on a retrospective basis for the period ended September 30, 2020. There were no results of operations from the component in the current period. As of September 30, 2021, there were no assets or liabilities held associated with this business. The results of operations of this component, for all periods, are separately reported as “discontinued operations” on the unaudited condensed statements of operations.

 

As disclosed in Note 4 – Separation Agreement, the Company sold its equity interest in EPH as of March 31, 2021. There have been no transactions between the Company and EPH since the Separation Agreement.

 

A reconciliation of the major classes of line items constituting the income (loss) from discontinued operations, net of income taxes as is presented in the consolidated statements of operations for the three and nine month ended September 30, 2021 and 2020, are summarized below:

 

 

Reconciliation of revenue and expense items in discontinued operations in the unaudited condensed statements of operations:

 

SCHEDULE OF DISCONTINUED OPERATION

             
  For the Three Months Ended     For the Nine Months Ended  
  September 30,     September 30,  
    2020     2020  
             
REVENUES   $ 191,199     $ 541,197  
                 
OPERATING EXPENSES              
Payroll and related expenses     106,310       320,463  
General and administrative     13,562       51,375  
Total operating expenses     119,872       371,838  
Operating Income     71,327       169,359  
Financing costs including interest     (15,271 )     (42,395 )
OTHER EXPENSE     (15,271 )     (42,395 )
INCOME FROM DISCONTINUED OPERATIONS   $ 56,056     $ 126,964

 

Reconciliation of cash flows from operating activities and financing activities on the unaudited condensed statements of cash flows:

 

Nine Months ended  
  September 30,  
    2020  
CASH FLOWS FROM OPERATING ACTIVITIES    

 
Net income from discontinued operations   $ 126,964
Adjustments to reconcile net income to net cash provided by discontinued operations:        
Changes in operating assets and liabilities        
Increase in accounts payable and accrued expenses    

22,500

 
Increase in accrued interest - related party    

42,395

 
Net cash provided by operating activities   276,649
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from promissory notes - related parties    

290,373

 
Net cash provided by financing activities    

290,373

 
         
Net cash provided by discontinued operations   $ 482,232

  

NOTE 9 – DISCONTINUED OPERATIONS

 

On November 6, 2020, the Company executed a Separation Agreement (see Note 4 – Separation Agreement), whereby the Company transferred its Legacy Business and the related assets and liabilities to EPH, a related party and equity method investee.

 

ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the component’s results of operations have been reclassified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the liabilities forgiven or assumed by EPH in connection with the Separation Agreement separately reported as “liabilities held for disposal” as of December 31, 2019. As of December 31, 2020, there were no assets held associated with this business. The results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations.

 

As disclosed in Note 5, the Company retained its equity interest in EPH as of December 31, 2020. This equity interest has been accounted for as an equity method investment for all periods. There have been no transactions between the Company and EPH since the Separation Agreement.

 

 

A reconciliation of the major classes of line items constituting the income (loss) from discontinued operations, net of income taxes as is presented in the consolidated statements of operations for the years ended December 31, 2020, and 2019 are summarized below:

 

Reconciliation of liabilities included in current liabilities held for disposal on the consolidated balance sheet:

 

    2020     2019  
    Year ended December 31,  
    2020     2019  
Carrying amounts of major classes of liabilities included as part of liabilities held for disposal                
Accounts payable and accrued expenses   $ -     $ 15,000  
Accrued interest - related parties     -       15,426  
Notes payable - related parties     -       788,500  
Total liabilities included in the liabilities held for disposal   $ -     $ 818,926  

 

Reconciliation of revenue and expense items in discontinued operations on the consolidated statement of operations:

 

    2020     2019  
    Year ended December 31,  
    2020     2019  
             
REVENUES   $ 541,200     $ 916,667  
                 
OPERATING EXPENSES                
Payroll and related expenses     515,741       835,183  
Professional fees     -       7,500  
General and administrative     53,398       106,256  
Total Operating Expenses     569,139       948,939  
Financing costs including interest     46,967       15,426  
Gain on debt extinguishment     (1,032,160 )     -  
INCOME (LOSS) FROM DISCONTINUED OPERATIONS   $ 957,254     $ (47,698 )

 

Reconciliation of cash flows from operating activities and financing activities on the consolidated statement of cash flow:

 

    2020     2019  
    Year ended December 31,  
    2020     2019  
CASH FLOWS FROM OPERATING ACTIVITIES    
Net Income (Loss) from Discontinued Operations   $ 957,254     $ (47,698
Adjustments to reconcile net loss to net cash provided by discontinued operations:                
Gain on forgiveness or assumption of promissory notes and accrued expenses     (1,032,160 )     -  
Changes in operating assets and liabilities                
Increase in accounts payable and accrued expenses     22,500       15,000  
Increase in contract liabilities - related party     -       (117,667 )
Increase in accrued interest - related party     46,967       15,426  
Net cash used in operating activities     (5,439 )     (134,939 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from promissory notes - related parties     338,373       788,500  
Repayments on promissory notes - related parties     (1,590 )     -  
Net cash provided by financing activities     336,783       788,500  
                 
Net cash provided by discontinued operations   $ 331,344     $ 653,561