Discontinued Operations - Sale of Infusionz to Bloomios

9 Months Ended

Mar. 31, 2023

Discontinued Operations - Sale of Infusionz to Bloomios

Discontinued Operations - Sale of Infusionz to Bloomios

Note 15.  Discontinued Operations – Sale of Infusionz to Bloomios

On October 28, 2022, the Company determined that the best course of action related to Infusionz, LLC and certain manufacturing business was to accept an offer to sell those operations.  The business will continue to operate during the transition period and management intends to continue to employ some of the workforce in the consolidation of other acquisitions and the overall operations of the business.  The Company is reimbursed by Bloomios for purchases of raw materials and other expenses outlined in the agreement, which are offset against any customer invoices collected on behalf of Bloomios. 

The Company received from Bloomios, Inc.(OTCQB:BLMS), the purchaser (i) $5,500,000 paid at closing; (ii) a convertible secured subordinated promissory note in the original principal amount of $5,000,000; (iii) 85,000 shares of Series D convertible preferred stock, with a total stated value of $8,500,000; (iv) a senior secured convertible debenture with a subscription amount of $4,500,000, after original issue discount of $779,117; and (v) a common stock purchase warrant to purchase up to 2,853,910 shares of Bloomios’s common stock.  The Company recorded the consideration received at the estimated value at the time of the transaction and as part of that estimate valued the additional warrants to purchase Bloomios shares of common stock at $8,500,000 and a valuation allowance of $8,500,000.

The assets transferred were recorded at their respective book values, the accrued and incurred expenses estimated by management were recorded and the consideration received was recorded at managements estimated fair value based on the balance sheet on October 26, 2022, the effective closing date.

Tangible assets, inventory / working capital*	$	(1,344,000	)
Tangible assets, warehouse and manufacturing equipment, net of accumulated depreciation*		(679,327	)
Goodwill		(2,413,814	)
Intangible assets, net of accumulated amortization		(946,996	)
Accrued and incurred expenses related to the transaction and additional working capital*		(2,051,500	)
Consideration received, including cash, debt and equity, net		15,000,000
Total gain recognized	$	7,564,363

*During the continuing transition period, all of the inventory or working capital has not been transferred to the buyer.

During the transition period there are certain expenses and purchases incurred that are to be netted against funds collected on behalf of the buyer. On March 31, 2023, there was a receivable balance from the buyer of $1,617,217, net.    

Advance for payroll	$	50,000
Operating expense		608,517
Management fees		428,500
Excess working capital		388,565
Accrued interest		141,635
Total amounts due from Bloomios	$	1,617,217

These are recorded on the balance sheet as due from Bloomios. As of the date of this report, the Company continues to assist Bloomios under the transition agreement. 

Investments - Bloomios:

Senior secured convertible debenture, net of unamortized original issue discount	$	4,955,450
Series D convertible preferred stock		8,500,000
Convertible Secured Subordinate Promissory Note		5,000,000
Reserve on Investments - Bloomios		(8,500,000	)
Total Investments - Bloomios	$	9,955,450

Senior Secured convertible debenture:

The Company received a senior secured convertible debenture of $4,500,000, net of the original issue discount. The Debentures have a maturity date of October 26, 2024, an interest rate of 10% and are convertible into shares of Bloomios common stock.  The debenture contains customary representations, warranties and indemnification provisions. The Debentures are secured by a senior security interest in all assets of the Company and its subsidiaries.

In addition, the Company received a warrant to purchase shares of Bloomios common stock.  The Company did not place any value on this warrant.  Bloomios has agreed to use commercially reasonable efforts to complete a Qualified Offering within six months of October 26, 2022, to file a registration statement covering the resale of the warrant shares and the underlying shares convertible with the debenture. 

Series D convertible preferred stock

85,000 shares of Series D preferred stock.  The preferred shares have a stated value per share of $100 and we are to receive dividends equal to 8.5% per year on a monthly basis, 30 days in arrears, for each month during which the Series D Preferred shares remain outstanding.  The preferred stock shall not receive the declared dividends until the senior secured debentures are all repaid in full for all investors, including the debentures held by the Company. 

 Convertible Secured Subordinate Promissory Note

The note has an interest rate of eight and one-half percent (8.5%) per annum and requires Bloomios to make a prepayment to the note in the amount equal to 40% of the net proceeds received by Bloomios in connection with any offering of securities conducted in connection with an up listing.  Interest is due on a monthly basis and the note is convertible, at the Company’s option, into shares of Bloomios common stock at a conversion price of $5.00 per share subject to adjustments.   The full principal and interest is due on or before October 26, 2024.

The note is secured by a subordinated security interest in all assets of Infusionz pursuant to a certain pledge and security agreement, dated as of October 26, 2022, which security interest shall rank junior to all liens and security interests granted by Bloomios to the senior secured convertible note, which the Company is a holder of a portion of this security.

Summary of discontinued operations:

	Three Months Ended March 31,
	2023			2022
Discontinued Operations
Revenue	$	-		$	5,844,690
Cost of sales		-			3,086,645
Sales, general and administrative expenses		-			1,764,754
Depreciation and amortization		(288,127	)		200,353
Income (loss) from discontinued operations	288,127				792,918
Accounts receivable net of allowance for doubtful accounts		-			941,465
Fixed assets, net of accumulated depreciation		-			670,528
Total assets		-			8,330,573
Total liabilities	$	-		$	167,008

	Nine Months Ended March 31,
	2023			2022
Discontinued Operations
Revenue	$	3,042,878		$	16,107,558
Cost of sales	$	1,803,643		$	8,127,404
Sales, general and administrative expenses	$	1,300,102		$	2,946,810
Depreciation and amortization	$	10,576		$	573,171
Income (loss) from discontinued operations, net of tax	$	(50,291	)	$	4,115,245
Accounts receivable net of allowance for doubtful accounts		-		$	941,465
Fixed assets, net of accumulated depreciation		-		$	670,528
Total assets		-		$	8,330,573
Total liabilities	$	-		$	167,008