Discontinued Operations Disclosure | Note 12 - Discontinued Operations - Aphrodite’s Marketing Aphrodite’s Marketing, Inc. In December 2023, the Company decided to sell the Company’s majority owned subsidiary, Aphrodite’s Marketing. The Company is currently in negotiation with a potential buyer and has entered into a letter of intent in March 2024. Currently, no formal agreement or purchase agreement has been executed. Accordingly, Aphrodite’s Marketing’s business is characterized as discontinued operations in these condensed consolidated financial statements. The assets and liabilities of Aphrodite’s Marketing have been presented separately in the condensed consolidated balance sheet as discontinued operations and reported in accordance with the applicable accounting standards, ASC 205-20 “Discontinued Operations”. Similarly, the operating results and cash flows of discontinued operations are separately stated in those respective condensed consolidated financial statements. All prior year amounts from discontinued operations have been reclassified for consistency with the current year presentation. Set forth below are the results of operations for Aphrodite’s Marketing for the: Three Months Ended March 31, (Unaudited) 2024 2023 Revenues $ 13,144 $ 457,777 Cost of goods sold - 179,663 Gross profit 13,144 278,114 Operating expenses: Selling and marketing expenses 17,457 329,156 Professional and consulting expenses - 222,193 Compensation and related expenses - 196 General and administrative expenses 6,804 88,119 Total operating expenses 24,261 639,664 Operating loss (11,117) (361,550) Other (income) expense Interest expense 1,960 132,224 Other income, net - 1,729 Total other (income) expense 1,960 133,953 Net loss from discontinued operations (before non-controlling interest) $ (13,077) $ (495,503) Assets and liabilities of Aphrodite’s Marketing included: March 31, 2024 December 31, 2023 Current assets: Cash $ - $ - Inventory - - Total current assets of discontinued operations - - Long-term assets: Intangible assets, net - - Goodwill - - Total long-term assets of discontinued operations - - Current liabilities: Accounts payable and accrued liabilities $ 782,729 $ 975,721 Notes payable - current portion (see details below) 5,373 1,805 Loans and advances payable including accrued interest (see details below) 1,415,843 1,415,843 Total current liabilities of discontinued operations 2,203,945 2,393,369 Note payable - long-term liabilities of discontinued operations (see details below) 144,627 148,196 Working capital deficit (2,203,945) (2,393,369) The above loans and advances payable of Aphrodite’s Marketing consisted of the following: March 31, 2024 December 31, 2023 Principal amount $ 880,822 $ 880,822 Accrued interest 535,021 535,021 Loans and advances payable $ 1,415,843 $ 1,415,843 Clear Finance Technology Corporation (“Clearbanc”) The Company’s majority owned subsidiary, Aphrodite’s Marketing, has a capital advance agreement with Clearbanc, an e-commerce platform provider. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $227,517 with Clearbanc. During the year ended December 31, 2021, the Company received $526,620 and repaid back $577,507 related to this capital advance agreement. The loan or advance is non-interest bearing and due on demand. As of December 31, 2021, the outstanding balance is $200,930 including accrued interest of $24,300. During the year ended December 31, 2022, the Company received $297,500 and repaid back $498,430 related to this capital advance agreement. As of March 31, 2024 and December 31, 2023, the outstanding balance is $0. Shopify The Company’s majority owned subsidiary, Aphrodite’s Marketing, has a capital advance agreement with Shopify, an e-commerce platform provider with a remittance rate of 7%. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $359,774 with Shopify. During the year ended December 31, 2021, the Company received $133,202 and repaid back $472,384 related to this capital advance agreement. The loan or advance is non-interest bearing, due on demand and were secured by all of the assets of Aphrodite’s Marketing. As of December 31, 2021, the outstanding balance is $30,592 including accrued interest of $10,000. During the year ended December 31, 2022, the Company received $196,100 and repaid back $226,692 related to this capital advance agreement. The Company’s majority owned subsidiary, Aphrodite’s Marketing, has a merchant loan agreement with Shopify, an e-commerce platform provider with a daily remittance rate of 17% for a loan amount of $36,160. During the year ended December 31, 2023, the Company has received $32,000 (net of debt cost of $4,160 which was amortized immediately to interest expense) and repaid back $1,698 related to this merchant loan agreement. The loan or advance is non-interest bearing, due on demand and are secured by all of the assets of Aphrodite’s Marketing. As of March 31, 2024 and December 31, 2023, the outstanding balance is $34,462 for both periods. Jonathan Foltz The Company’s majority owned subsidiary, Aphrodite’s Marketing, has a loan with Jonathan Foltz, the President and CEO of Digital Age Business. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $75,500 with Jonathan Foltz. During the year ended December 31, 2021, the Company received $31,636 and repaid back $25,000 related to this loan. The loan is non-interest bearing and due on demand. As of December 31, 2021, the outstanding balance is $82,136. During the year ended December 31, 2022, the Company received $90,150 and repaid back $25,239 related to this loan. Additionally, during the year ended December 31, 2022, Nationwide (see below) has assumed $65,513 of this loan. During the year ended December 31, 2023, the Company received $68,016 and repaid back $22,244 related to this loan. As of March 31, 2024 and December 31, 2023, the outstanding balance is $127,306 for both periods. Nationwide Transport Service, LLC (“Nationwide”) Through the Company’s majority owned subsidiary, Aphrodite’s Marketing, has loan agreements with Nationwide dated in October 2020 and November 2020. Nationwide is owned by the father of Jonathan Foltz. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $545,720 with Nationwide. Aphrodite’s Marketing did not make the required installment payments pursuant to the loan agreements from December 2020 to February 2021 and as such these loans are currently in default. Interest on defaulted amount ranges from 1% to 3% per month. During the year ended December 31, 2021, the Company repaid back $30,000 related to this loan. As of December 31, 2021, the outstanding balance is $573,750 including accrued interest of $58,030. During the year ended December 31, 2022, the Company repaid back $150,000 related to this loan. Additionally, during the year ended December 31, 2022, Nationwide has assumed a total of $106,000 of loans related to Digital Age Business and Jonathan Foltz (see above). As of December 31, 2022, the outstanding balance is $608,500 including accrued interest of $77,718. As of March 31, 2024 and December 31, 2023, the outstanding balance is $667,562 including accrued interest of $137,813 for both periods. Amazon Capital Services, Inc. In July 2022, the Company’s majority owned subsidiary, Aphrodite’s Marketing, entered into a loan agreement with Amazon Capital Services, Inc. (“Amazon”) for a loan amount of $64,000. The loan bears an annual interest rate of 12% and has a loan term of 6 months from date of the loan. During the year ended December 31, 2022, the Company repaid back $55,531 related to this loan. As of December 31, 2022, the outstanding balance is $11,001 including accrued interest of $2,532. As of December 31, 2023, the Company fully repaid back $11,085 related to this loan and the outstanding balance is $0. Bluevine Capital, Inc. In August 2022, the Company’s majority owned subsidiary, Aphrodite’s Marketing, entered into a line of credit agreement with Bluevine Capital, Inc. (“Bluevine”) for up to a loan amount of $200,000. The loan bears weekly interest rate of 0.54% and an upfront fee of 1.6% which were deducted from the loan amount. The loans are repaid in 26 weekly installments from the date of the loan. During the year ended December 31, 2022, the Company has drawn a total loan of $200,000 and repaid back $112,412. As of December 31, 2022, the outstanding balance is $87,588. During the year ended December 31, 2023, the Company has drawn a total loan of $75,000 and repaid back $93,606. As of March 31, 2024 and December 31, 2023, the outstanding balance is $85,631 for both periods. Square Advance In September 2022, the Company’s majority owned subsidiary, Aphrodite’s Marketing, executed a merchant cash advance agreement (the “First Advance”) with Square Advance. Under the agreement, the Company sold an aggregate of $174,875 in future receivables for a purchase amount of $125,000. The aggregate principal amount is payable in weekly instalments totaling $7,286 until such time that the obligation is fully satisfied for approximately 6 months. During the year ended December 31, 2022, the Company received $118,750 (net of debt cost fee of $6,250 which was amortized immediately to interest expense) and repaid back $97,638 related to this loan advance. This loan is guaranteed by the CEO of the Company and Jonathan Foltz. During the year ended December 31, 2022, interest expense incurred related to this advance amounted to $31,171. In January 2023, the Company’s majority owned subsidiary, Aphrodite’s Marketing, executed a merchant cash advance agreement with Square Advance. Under the agreement, the Company sold an aggregate of $245,000 in future receivables for a purchase amount of $175,000. The aggregate principal amount is payable in daily instalments totaling $1,884.62 until such time that the obligation is fully satisfied for approximately 130 days. The Company has received $168,000 (net of debt cost fee of $7,000 which was amortized immediately to interest expense) of which $59,749 was used to pay the remaining balance of the First Advance. This loan is guaranteed by the CEO of the Company and Jonathan Foltz. During the year ended December 31, 2023, interest expense incurred related to these advances amounted to $95,703 and repaid back $29,000. As of March 31, 2024 and December 31, 2023, the total outstanding balance is $157,274 for both periods. EAdvance Services In November 2022, the Company’s majority owned subsidiary, Aphrodite’s Marketing, executed a purchase and sale of future receipt agreement with EAdvance Services. Under the agreement, the Company sold an aggregate of $213,900 in future receipt or receivables for a purchase amount of $155,000. The aggregate principal amount is payable in daily instalments of $1,782 until such time that the obligation is fully satisfied for approximately 4 months. During the year ended December 31, 2022, the Company received $150,350 (net of debt cost fee of $4,650 which was amortized immediately to interest expense) and repaid back $43,659 related to this loan. This loan is guaranteed by the CEO of the Company. During the year ended December 31, 2022, interest expense incurred related to this advance amounted to $13,592. As of December 31, 2022, the outstanding balance is $124,933. During the year ended December 31, 2023, repaid back $100,998 related to this loan. During the year ended December 31, 2023, interest expense incurred related to this advance amounted to $45,308. As of March 31, 2024 and December 31, 2023, the outstanding balance is $69,243 for both periods. Parkside Funding Group LLC In February 2023, the Company’s majority owned subsidiary, Aphrodite’s Marketing, executed a purchase and sale of future receipt agreement with Parkside Funding Group LLC. Under the agreement, the Company sold an aggregate of $217,500 in future receipt or receivables for a purchase amount of $150,000. The aggregate principal amount is payable in daily instalments of $1,977 until such time that the obligation is fully satisfied for approximately 4 months. This loan is guaranteed by the CEO of the Company and Jonathan Foltz. During the year ended December 31, 2023, the Company received $142,500 (net of debt cost fee of $7,500 which was amortized immediately to interest expense) and repaid back $68,046 related to this loan. During the year ended December 31, 2023, interest expense incurred related to this loan amounted to $67,501. As of March 31, 2024 and December 31, 2023, the outstanding balance is $149,455 for both periods. Marcus by Goldman Sachs In February 2023, the Company’s majority owned subsidiary, Aphrodite’s Marketing, entered into a line of credit agreement with Marcus by Goldman Sachs (“Marcus”) for up to a loan amount of $125,000. The loan bears an annual interest rate of 9.99%. The amount due is 2% of the principal balance plus any fees and amounts that weren’t paid during the prior statement periods. During the repayment period, the amount due is the total outstanding balance at the end of the draw period divided into 26 equal payments that, if made in-full and on-time, bring the balance to zero over the next year. During the year ended December 31, 2023, the Company has drawn a total loan of $136,049 and repaid back $16,517. During the year ended December 31, 2023, interest expense incurred related to this loan amounted to $5,380. As of March 31, 2024 and December 31, 2023, the outstanding balance is $124,912 for both periods. Note Payable The above note payable of Aphrodite’s Marketing consisted of the following: March 31, 2024 December 31, 2023 Principal amount $ 150,000 $ 150,000 Less: current portion (5,373) (1,805) Notes payable - long term portion $ 144,627 $ 148,196 Minimum principal payments under notes payable are as follows: Year ended December 31, 2024 - remainder $ 8,772 Year ended December 31, 2025 8,772 Year ended December 31, 2026 8,772 Year ended December 31, 2027 8,772 Year ended December 31, 2028 8,772 Year ended December 31, 2029 and thereafter 106,140 Total principal payments $ 150,000 Through the Company’s majority owned subsidiary, Aphrodite’s Marketing, entered into a Loan Authorization and Agreement with the SBA, under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $150,000 related to this SBA Loan. Pursuant to the SBA Loan Agreement, the Company received an advance of $150,000, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA, which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. The SBA Note bears an interest rate of 3.75% per annum which accrues from the date of the advance. Installment payments, including principal and interest, were due monthly beginning June 24, 2021 but was extended by the SBA to June 24, 2022 in the amount of $731. In March 2022, SBA extended the payment due date from 24 months to 30 months from the date of the note. The outstanding balance at December 31, 2022 was $150,000 with accrued interest of $14,627. During the year ended December 31, 2023, the Company did not pay the installment payments. The outstanding balance at December 31, 2023 was $150,000 with accrued interest of $20,550. The outstanding balance at March 31, 2024 was $150,000 with accrued interest of $22,155. |