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DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2023

DISCONTINUED OPERATIONS

NOTE 4: DISCONTINUED OPERATIONS

On June 21, 2023, the Company and the former owners of H&J executed a Settlement Agreement and Release (the “Settlement Agreement”) whereby contemporaneously with the parties’ execution of the Settlement Agreement (i) the Company agreed to make an aggregate cash payment of $229,000 to D. Jones Tailored Collection, Ltd. (“D. Jones”), (ii) the Company issued 78,103 shares of common stock to D. Jones, and (iii) the Company assigned and transferred one hundred percent (100%) of the Company’s membership interest in H&J to D. Jones. This transaction is known as the “H&J Settlement”.

The H&J Settlement was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of June 21, 2023, the Company no longer consolidated the assets, liabilities, revenues and expenses of H&J. The components of the disposition are as follows:


Cash payment due to H&J Seller		$	(229,000)
Common shares issued to H&J Seller*			(1,357,043)
Total fair value of consideration received (given)		$	(1,586,043)
Carrying amount of assets and liabilities
Cash and cash equivalents			18,192
Accounts receivable, net			55,782
Prepaid expenses and other current assets			25,115
Goodwill			1,130,311
Intangible assets, net			1,246,915
Deposits			4,416
Accounts payable			(40,028)
Accrued expenses and other liabilities			(734,068)
Deferred revenue			(18,347)
Due to related parties			(1,008)
Contingent consideration			(1,400,000)
Loan payable			(219,894)
Note payable - related party			(129,489)
Total carrying amount of assets and liabilities			(62,103)
Loss on disposition of business		$	(1,523,940)

*	Represents the fair value of 78,103 shares of common stock issued to D. Jones.

Through June 30, 2023, the Company has made payments to D. Jones totaling $150,000. The remaining balance of $79,000 is included in accrued expenses and other liabilities on the consolidated balance sheet.

The loss of disposition of business of $1,523,940 was included in income (loss) from discontinued operations, net of tax in the consolidated statements of operations.

In accordance with the provisions of ASC 205-20, the Company has excluded the results of discontinued operations from its results of continuing operations in the accompanying consolidated statements of operations for the three and six months ended June 30, 2023 and 2022. The results of the discontinued operations of HJ for the three and six months ended June 30, 2023 and 2022 consist of the following:


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2023			2022			2023			2022
Net revenues		$	686,627		$	1,089,569		$	1,405,482		$	1,892,849
Cost of net revenues			292,107			328,915			565,621			605,413
Gross profit			394,520			760,654			839,861			1,287,436
Operating expenses:
General and administrative			189,751			449,508			520,582			896,873
Sales and marketing			169,875			332,723			346,167			515,775
Distribution			—			—			—			—
Change in fair value of contingent consideration			—			—			—			—
Total operating expenses			359,626			782,231			866,749			1,412,648
Income (loss) from operations			34,894			(21,577)			(26,888)			(125,212)
Other income (expense):
Interest expense			(3,003)			(29,828)			(11,675)			(40,862)
Loss on disposition of business			(1,523,940)			—			(1,523,940)			—
Other non-operating income (expenses)			—			—			—			—
Total other income (expense), net			(1,526,944)			(29,828)			(1,535,615)			(40,862)
Income tax benefit (provision)			—			—			—			—
Net income (loss) from discontinued operations		$	(1,492,050)		$	(51,404)		$	(1,562,503)		$	(166,074)
Weighted average common shares outstanding - basic			246,809			14,329			236,824			9,836
Weighted average common shares outstanding - diluted			834,604			14,329			824,619			9,836
Net income (loss) from discontinued operations per common share - basic		$	(6.05)		$	(3.59)		$	(6.60)		$	(16.88)
Net income (loss) from discontinued operations per common share - diluted		$	(6.05)		$	(3.59)		$	(6.60)		$	(16.88)