NOTE 2 – DISCONTINUED OPERATIONS

On April 12, 2018, ASAP Property Holdings Inc. (“Holdings”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with the Company, to acquire all the assets and all liabilities of the Company (the “Acquired Assets”). On April 12, 2018, the Company completed the sale of its Acquired Assets in an asset purchase transaction (the “Transaction”) pursuant to the terms and conditions of the Purchase Agreement.

As a result of the consummation of the Purchase Agreement, on April 12, 2018, in consideration for the Acquired Assets, Holdings paid the Company $nil in cash and assumed $234,605 of liabilities in excess of assets.

The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows:

Cash	$	77,292
Petty Cash		200
Other Receivables		30,790
Accounts Receivable from Affiliates		156,312
Fixed Assets		-
Accounts Payable		(218,195	)
Payroll & Payroll Tax		(68,801	)
Accrued Expenses		(91,224	)
Accrued Interest – Solar Equipment		(262	)
Other Accrued Interest		(35,432	)
Auto Loan		(4,034	)
Promissory Note		(54,048	)
Auto Loan		(14,905	)
Equipment Loan – Solar Equipment		(12,298	)
Total	$	(234,605	)

Income from discontinued operations during the twelve months ended December 31, 2018, and 2017 is $19,112 and $89,471, respectively.

Holdings agreed to assume responsibility for and fulfill the tax obligations of the Company. Holdings agrees to indemnify and hold harmless the Company for any liability, costs, and/or fees incurred due to Holdings’ failure to fulfill such obligations. Accrued income taxes of $235,946 are recorded as Income tax of discontinued operations payable on the balance sheets.

The Transaction has resulted in the removal of all operations from the original Company.

Below is a reconciliation of the major classes of line items constituting profit (loss) on discontinued operations related to the operations that were removed as a result of the Transaction with Holdings that are disclosed in Statements of Operations for the three and twelve months ended December 31, 2018, and 2017.

	Year Ended December 31,
	2018			2017
Revenues
Consulting fees	$	428,334		$	2,079,068
Management Fee		255,161			55,200
Total revenues		683,495			2,134,268

Cost of Sales
Consulting expense		120,500			1,070,800
Total cost of sales		120,500			1,070,800

Gross Profit		562,995			1,063,468

Operating expenses:
General and administrative		422,929			867,722
Total operating expenses		422,929			867,722

Income from discontinued operations		140,066			195,746

Other Income (Expense)
Net gain on asset purchase agreement		159,848			-
Gain on sale of fixed assets	̶				5,277
Loss on settlement of debt		(41,161	)		-
Interest expense		(3,695	)		(33,578	)
Total other income (expense, net)		114,992			(28,301	)

Income before income taxes		255,058			167,445
Income taxes provision		235,946			77,974

Net (loss) Income from Discontinued Operations	$	19,112		$	89,471

The following table summarizes the operating, investing and financing cash flows of discontinued operations related to the operations that were removed as a result of the Transaction with Holdings for the twelve months ended December 31, 2018, and 2017.

	Year Ended December 31,
	2018			2017
Operating Activities:
Net Income (loss) from discontinued operations	$	19,112		$	89,471
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities:
Depreciation expense		4,004			11,086
Capital gain		-			(5,277	)
Assets distributed in asset purchase agreement, net		(159,848	)		-
Loss on settlement of debt		41,161			-
Changes in operating assets and liabilities
Due from affiliates		(135,431	)		50,727
Prepaid expenses and other current assets		(30,790	)		-
Accounts payable and accrued expenses		28,991			272,967
Income tax payable		234,983			48,350

Net cash provided by (used in) operating activities		2,182			467,324

Investing Activities:
Cash disbursed in conjunction with asset purchase agreement		(77,492	)		-
Acquisitions of furniture and equipment		-			(7,239	)

Net cash used in investing activities		(77,492	)		(7,239	)

Financing Activities:
Payments on auto loan		(1,324	)		(3,752	)
Proceeds from borrowings on note payable from officers		-			376,298
Repayments of borrowings on note payable form officers		(13,648	)		(775,110	)

Net cash provided by (used in) financing activities		(14,972	)		(402,564	)

Net increase (decrease) in cash		(90,282	)		57,521

Cash, beginning of the period		90,282			32,761

Cash, end of the period	$	-		$	90,282

Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	-		$	1,452
Income taxes	$	-		$	29,624

Non-cash investing and financing activities
Vehicle purchased through auto loan	$	-		$	22,789
Loan paid by vehicle trade-in					6,130
Conversion of Line of credit, officers to shares of common stock	$	381,787		$	-