MNTR 10-K & 10-Q changes, risk factors and insider trading
Mentor Capital, Inc. · OTC · Investors, Nec · CIK 1599117 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“We may be unable to collect on oil and gas royalty interests owed to us due to a failure of third-party producers to properly send royalty payments to us, or we may experience delays in payments or mistakes in the amounts sent to us. Further, our anticipated royalty payment amounts may decrease due to declines in production levels on properties in which we have mineral and royalty interests or changes in supply and demand levels for oil, gas, and natural gas. …”see in full comparison
The effects of negative worldwide economic events, such as the impact of money printing, inflation, interest ratesee in full comparisonincreases,fluctuations, fluctuations in gold prices, tariff increases, fluctuations in exchange rates, challenges in raising capital, supply chain disruptions, recession, climate regulation, economic sanctions, potential banking or currency crises, asset confiscation, theft, cybersecurity risks, evolving and sophisticated cyber-attacks and other attempts to gain access to our information technology systems, the war in Ukraine, theIsrael-Hamasconflictswar,in the Middle-East, the U.S. confrontation in Venezuela, and other potentialpost-electioninternationalchangeconflicts, reoccurring election-related changes in the U.S. federalgovernment’s administration,government, product and labor shortages, increased risk to oil and energy markets, market conditions and monetization that could impact the price of gold, and a global economic slowdown may cause disruptions and extreme volatility in global financial markets, increased rates of defaultdefaultand bankruptcy, political change, impact levels of consumer spending, and may impact our business, operating results, or financialfinancialcondition. The ongoing worldwideeconomiceconomic, political, and militarysituationssituations, future weakness in the credit markets, and significantsignificantliquidity problems for the financial services industries may also impact our financial condition in a number of ways. For example, current or potential partners and affiliates may not pay us, or our partners or affiliates may delay paying us or our partners or affiliates for previously purchased products and services. Our involvement in the classic energy sector may draw political or regulatory scrutiny even if our actions are entirely legal and beneficial to society. Also, we may have difficulties in securing additional financing in the energy sector.
“As we emerged from bankruptcy, the court allowed the original issuance of approximately $145 Million in warrants to the Company’s claimants and creditors. The warrants were in (4) four classes, have been reset to lower prices, and have been principally exercised at $0.09, $0.11, $0.65, $1.00, $1.60, and $7.00 per share. …”see in full comparison
“Mentor Capital, Inc. (“Mentor” or “the Company”), which reincorporated under the laws of the State of Delaware in September 2015, was founded as an investment partnership in Silicon Valley, California by the current CEO in 1985. The Company was originally incorporated under the laws of the State of California in 1994 as Main Street Athletic Clubs, Inc. and operated a small chain of athletic clubs, a trucking company, and food companies, among other things. …”see in full comparison
“On May 3, 2024, the Securities and Exchange Commission (the “SEC”) entered an Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the SEC’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (the “Order”) whereby the Company’s then auditor, BF Borgers CPA PC (“BF Borgers”) was banned from appearing or practicing before the SEC as an accountant. …”see in full comparison
“On February 9, 2015, in accordance with Section 1145 of the United States Bankruptcy Code and the Company’s Third Amended Plan of Reorganization (“Plan of Reorganization”), the Company announced a minimum 30 day partial redemption of up to 1% of the already outstanding Series D warrants to provide for the court specified redemption mechanism for warrants not exercised timely by the original holder or their estates. …”see in full comparison
Full comparison: every changed paragraph (63)
PART
I
Item
1. Business.
Corporate
History and Background
Mentor
Capital, Inc. (“Mentor” or “the Company”), which reincorporated under the laws of the State of Delaware in September
2015, was founded as an investment partnership in Silicon Valley, California by the current CEO in 1985. The Company was originally incorporated
under the laws of the State of California in 1994 as Main Street Athletic Clubs, Inc. and operated a small chain of athletic clubs, a
trucking company, and food companies, among other things. On September 12, 1996, our Offering Statement was qualified pursuant to Regulation
A under Section 3(b) of the Securities Act of 1933 and on March 12, 1997 we began to trade publicly. In 1997, the Company changed its
name to Main Street AC, Inc. and merged with a group of approximately fifteen oil and gas partnerships which proved to be unsuccessful.
In 1998 we entered a Chapter 11 bankruptcy reorganization in the Northern District of California due to a need to decrease oil and gas
related debt in excess of asset value.
As
we emerged from bankruptcy, the court allowed the original issuance of approximately $145 Million in warrants to the Company’s
claimants and creditors. The warrants were in (4) four classes, have been reset to lower prices, and have been principally exercised
at $0.09, $0.11, $0.65, $1.00, $1.60, and $7.00 per share. On October 14, 2023 the Board of Directors authorized the reset of the Series
D warrants strike price to $0.02 per share subject to the assignment to Company approved requesting shareholders and parties for
a $0.10 per warrant redemption fee in accordance with the court-approved plan of reorganization. Designees that redeem and exercise such
Series D warrants would pay $0.12 per share. For original holders, the remaining outstanding Series D warrants are exercisable at $0.02
per share plus a $0.10 warrant redemption fee, if applicable. The amount of proceeds received from exercised warrants may be limited
by the general status of the economy and the price per share of our regular shares of Common Stock. Warrant holders are more likely to
exercise warrants at $0.02 per warrant share if the shares of our Common Stock are priced above $0.02 per share. The greater the share
price and the longer the Company’s Common Stock share price is above $0.02, the more likely warrant holders will be willing to
exercise their warrants.
On
February 9, 2015, in accordance with Section 1145 of the United States Bankruptcy Code and the Company’s Third Amended Plan of
Reorganization (“Plan of Reorganization”), the Company announced a minimum 30 day partial redemption of up to 1% of the already
outstanding Series D warrants to provide for the court specified redemption mechanism for warrants not exercised timely by the original
holder or their estates. Company designees that applied during the 30 days paid 10 cents per warrant to redeem the warrant and then exercised
the Series D warrant to purchase a share of the Company’s Common Stock at the court-specified formula of not more than one-half
of the closing bid price on the day preceding the 30 day exercise period. In successive months, the authorized partial warrant redemption
amount was recalculated, and the redemption offer repeated according to the court formula. In the Company’s October 7, 2016 press
release, Mentor stated that the 1% redemptions which were formerly priced on a calendar month schedule would subsequently be initiated
and priced on a random date schedule after the prior 1% redemption was completed to prevent potential third-party manipulation of share
prices at month-end. The periodic partial redemptions could continue to be recalculated and repeated until such unexercised warrants
are exhausted, or the partial redemption is otherwise paused or truncated by the Company. For the years ended December 31, 2024 and 2023,
no warrants were redeemed.
The
Bankruptcy Court approved Plan of Reorganization allows all the warrants and shares that are issued upon exercise of the warrants to
trade freely under an exemption provided by Section 1145 of the United States Bankruptcy Code. We received an SEC “No Comment”
letter and our Plan of Reorganization was confirmed January 11, 2000. The SEC’s letter is not and should not be interpreted as
approval of the Company’s Disclosure Statement or Plan of Reorganization.
Developments
Our
general business operations are intended to provide management consultation and headquarters functions, especially with regard to
funding, accounting, and audits, for our majority-owned subsidiaries, which are targeted to make up most of our holdings. We
monitor our less than majority positions for value and investment security. Management also spends considerable effort reviewing
possible acquisition candidates on an ongoing basis.
The
Company was originally founded as an investment partnership in Silicon Valley, by the current CEO in 1985. The partnership acquired a
salsa factory, bakery, trucking company, tortilla chip plant, and an athletic club chain. The former investment partnership was incorporated
under the laws of the State of California on July 29, 1994 and on September 12, 1996, the Company’s offering statement was qualified
under Regulation A of the Securities Act of 1933 and began to trade its shares publicly. The Company relocated to San Diego, California,
and contracted to provide financial assistance and investment in small businesses. On September 24, 2015, the Company redomiciled from
California to Delaware by merging the California Mentor Capital, Inc. corporation into a newly formed Delaware entity, Mentor Capital,
Inc. Following the merger, the Company is governed under the laws of the State of Delaware. In September 2020, Mentor relocated its corporate
office from San Diego, California, to Plano, Texas.
In
the public arena, the Company continues its diverse investment activities. These included the acquisition of oil and gas
partnerships, New York Stock Exchange gas trading company mini-tender offers, ATM ownership, cancer immunotherapy investment,
equipment financing, intellectual property investment, litigation financing, investment in a dispute resolution company, and
discounted funding of annuity-like fund flows. Most recently, from its new Texas base, the Company has signaled a substantial return
to its energy roots, starting with a tracking investment in six New York Stock Exchange energy companies in the oil and gas, coal,
uranium, and pipeline markets. These six energy company stock holdings had a current combined stock value that equaled approximately
68.16% of the Company’s market capitalization at December 31, 2024.
Discontinued
Operation – Facilities Operations Segment
On
October 4, 2023, we sold and completely divested our majority controlling 51% interest in Waste Consolidators Inc.
(“WCI”), our facilities operations segment, that provides waste management and disposal services, including waste
consolidation, bulk item pickup, general property maintenance, and one-time clean-up services to business park owners, governmental
centers, and apartment complexes in Phoenix, Austin, San Antonio, Houston, and Dallas. Following the sale, the Company received no
new income from WCI and had no further involvement or continuing influence over its operations. WCI is now reported as a
discontinued operation. WCI had been a long-standing investment, but it no longer aligned with the Company’s central business
focus in the operating energy sector. The proceeds from the sale of our WCI shares has provided the Company with capital to seek out
new business opportunities in the classic energy space.
Mentor
IP, LLC
On
April 18, 2016, the Company formed Mentor IP, LLC (“MCIP”), a South Dakota limited liability company and wholly owned subsidiary
of Mentor. Since its inception, MCIP held interests related to patent rights. On October 24, 2023, the Company divested Mentor IP, LLC’s
intellectual property and licensing rights related to a certain United States and Canadian patent. The Company received no payment for
its divestment. Patent application and national phase maintenance fees were expensed when paid and there were no assets related to MCIP
patents represented on the consolidated financial statements at December 31, 2024 and 2023. Activity had been limited to payment of patent
application maintenance fees in Canada.
NeuCourt,
Inc.
NeuCourt,
Inc. (“NeuCourt”) is a Delaware corporation that is developing a technology that is expected to be useful to the dispute
resolution industry.
On
July 15, 2022, the Company and NeuCourt entered into an Exchange Agreement whereby the Company’s outstanding convertible promissory
notes and accrued interest, in an aggregate net amount of $83,756, was exchanged for a Simple Agreement for Future Equity (“SAFE”)
in equal face value. On January 20, 2023, the Company and NeuCourt entered into a SAFE Purchase Agreement, increasing the Company’s
aggregate SAFE Purchase Amount to $93,756. At December 31, 2024 and 2023, the SAFE Purchase Amount was $93,756. See Note 7.
On
December 21, 2018, the Company purchased 500,000 shares of NeuCourt Common Stock, approximately 6.13% of the issued and outstanding NeuCourt
shares at December 31, 2024.
Mentor
Partner I, LLC
Mentor
Partner I, LLC (“Partner I”) was reorganized under the laws of the State of Texas in February 2021. Partner I originally
held the contractual rights to lease payments from G FarmaLabs Limited (“G Farma”). It now holds a related
settlement and $2,539,591 judgment receivable plus interest receivable of $375,025 at December 31, 2024 in favor of the Company and
Partner I. In 2018, Mentor contributed $996,000 of capital to Partner I to facilitate the purchase of manufacturing equipment to be
leased from Partner I by G Farma and related entities (collectively, the “G Farma Entities”), under a Master Equipment
Lease Agreement dated January 16, 2018, as amended. Partner I acquired and delivered manufacturing equipment as selected by G Farma
Entities under sales-type finance leases. During the years ended December 31, 2024 and 2023, Mentor withdrew no capital from Partner
I. Partner I did not have any sales revenue for the years ended December 31, 2024 or 2023. There was no interest income recognized
from Partner I finance leases for the years ended December 31, 2024 and 2023. The finance leases resulting from this investment have
been fully impaired as of December 31, 2024 and 2023, due to circumstances described in Note 9 to the consolidated financial
statements.
Mentor
Partner II, LLC
Mentor
Partner II, LLC (“Partner II”) was reorganized under the laws of the State of Texas in February 2021. Partner II originally
held the contractual rights to lease payments from Pueblo West Organics, LLC (“Pueblo West”) which was paid in full to Partner
II on September 28, 2022. On February 8, 2018, Mentor contributed $400,000 to Partner II to facilitate the purchase of manufacturing
equipment to be leased from Partner II by Pueblo West, under a Master Equipment Lease Agreement, dated February 11, 2018. On March 12,
2019, Mentor agreed to use Partner II earnings of $61,368 to facilitate the purchase of additional manufacturing equipment to Pueblo
West under a Second Amendment to the lease. On September 27, 2022, Pueblo West exercised its lease prepayment option and purchased the
manufacturing equipment for $245,369. On September 28, 2022 Partner II transferred full title to the equipment to Pueblo West. During
the years ended December 31, 2024 and 2023, Mentor withdrew no capital from Partner II. During the year ended December 31, 2024 and 2023,
Partner II recognized finance revenue of $0.
TWG,
LLC
On
October 4, 2022, the Company formed TWG, LLC (“TWG”), a Texas limited liability company, as a wholly owned subsidiary of
Mentor in order to prepare to fulfill certain February 16, 2022 modification agreement performance obligations related to installment
payments the Company receives from a non-affiliated party.
Overview
The
Company maintains a diverse and opportunistic acquisition focus. It sold its former legacy investment in the former facilities
operations segment and continues looking to expand into operating segments of the classic energy markets of oil, gas, coal, uranium,
and related markets.
The
Company continually works to identify potential acquisitions and investments. While evaluating whether an acquisition may be in the best
interests of the Company and its shareholders, no transaction will be announced until that transaction is certain.
Competition
We
face formidable competition in every aspect of our business. There are many companies that are interested in investing in target companies,
similar to our energy focus, and many of them are well-funded companies.
Employees
Continuing
Operation
Mentor
and its subsidiaries combined have two full-time corporate office employees. The corporate office employees have relied heavily on outside
CPA, payroll, tax, facilities, corporate counsel, and other professional support to provide administrative support for its discontinued
operation, for MCIP, Partner I, Partner II, and TWG operations, and for the Company’s classic energy business.
Prior
to its sale on October 4, 2023, our discontinued operation had approximately 66 full-time employees in Phoenix, Arizona, 19 full-time
employees in San Antonio and Austin, Texas, 2 full-time employees in Houston, Texas, and 2 full-time employees in Dallas, Texas.
Available
Information About Registrant
We
have voluntarily registered our securities under Section 12(g) of the Securities Exchange Act of 1934, and such registration became effective
January 19, 2015. Since that date, we have filed quarterly, annual, and current reports with the Securities and Exchange Commission (“SEC”).
The
SEC maintains an Internet site containing reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC at http://www.sec.gov.
Our
periodic reports and other required disclosures are available at our company website located at: www.MentorCapital.com.
Item
1A. Risk Factors.
Our
auditor has changed.
On
May 3, 2024, the Securities and Exchange Commission (the “SEC”) entered an Order Instituting Public Administrative
and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange
Act of 1934 and Rule 102(e) of the SEC’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist
Order (the “Order”) whereby the Company’s then auditor, BF Borgers CPA PC (“BF Borgers”) was banned from
appearing or practicing before the SEC as an accountant. On May 3, 2024, the SEC issued a Staff Statement on Issuer Disclosure
and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC (“Staff Statement”) which stated that BF
Borgers is no longer permitted to appear or practice before the Securities and Exchange Commission. As a result of the Order and the
Staff Statement, Form 10-K and Form 10-Q filings filed on or after May 3, 2024 may not present financial information that has been reviewed
by BF Borgers. Annual and quarterly periods presented in the Company’s annual and quarterly reports must be reviewed by the Company’s
new independent registered public accountant who is qualified, PCAOB-registered, and permitted to appear or practice before the Securities
and Exchange Commission. In light of the Order, the Audit Committee dismissed BF Borgers as our independent registered public accounting
firm on May 8, 2024. On May 15, 2024, the Company’s audit committee and Board of Directors unanimously approved the engagement
of Spicer Jeffries LLP as the Company’s independent registered public accountant, effective immediately at that time.
We
may incur material expenses or delays in financings or SEC
filings due to the dismissal of our former auditor BF BorgersBorgers, the transition to Spicer Jeffries and ourassociated reaudits, followed in
the next year by the purchase of Spicer Jeffries by a third auditing firm, Cherry Bekaert. Our stock priceprice, expenses, delayed reporting,
and access
to the capital markets may all be affected.
As
a public company, we are required to file annual and quarterly financial statements with the Securities and Exchange Commission
which which
are audited or reviewed, as applicable, by independent registered public accountants who are PCAOB-registered, and permitted
to appear
and practice before the Securities and Exchange Commission. Our access to the capital markets and our ability to make
timely filings
with the Securities and Exchange Commission will depend on having financial statements re-audited and re-reviewed by
independent registered
public accountants who are PCAOB-registered and permitted to appear and practice before the Securities and
Exchange Commission. In addition,
we may experience delays in working with potential acquisition targets or lenders until our
financial statements are re-audited and reviewed
by a new auditor and our next purchasing auditor. As a result, we may encounter delays, additional audit expenses,
and other material costs due to our inability to rely
on our previously reviewed and audited financial statements due to the
dismissal of BF Borgers.Borgers and the following purchase of Spicer Jeffries by Cherry Bekaert. Any resulting delay in accessing or inability
to access the public capital markets could be disruptive to
our operations and could affect the price and liquidity of our securities.
Any negative news about the proceedings against BF
Borgers may also adversely affect investor confidence and public perception of the
Company. All of these factors could materially
and adversely affect our business, the market price of our common stock, and our ability
to access the capital markets.
PriorSecuring
to the profitable October 4, 2023 sale of our discontinued operation we experienced cash flow challenges. Securing additional sources
of financing to enable us to increase investing in our target markets will be difficult, and there is no assurance
of our ability to
secure such financing. A failure to obtain additional financing, or to continue to generate capital from the sale of
operating businesses
and assets, or to generate positive cash flow from operations could prevent us from continuing to seek out and invest
in larger new companies.
Mentor
will continue to attempt to raise capital resources from related and unrelated parties through the sale of preferred and common stock
equity and debt.
Management’s plans further include monetizing existing mature business projects and increasing revenues through
acquisition, acquisition,
investment, and organic growth.
A
failure to obtain future financing could prevent us from executing our business plan.
As
of December 31, 2024,2025, the Company had 21,686,10521,683,189 outstanding shares of its Common Stock trading at approximately $0.076.$0.08 per share. As
of the same
date, the Company also had 4,250,000 outstanding Series D warrants exercisable for shares of Common Stock at $0.02 per share.
These Series
D warrants do not have a cashless exercise feature. The Company anticipates that the warrants may be increasingly exercised
anytime the
per share price of the Company’s Common Stock is greater than $0.24 per share. Exercise of these Series D warrants
may result in
immediate and potentially substantial dilution to current holders of the Company’s Common Stock. In addition, the
Company has 413,512
outstanding Series H warrants with a per share exercise price of $7.00 held by an investment bank and its affiliates.
These $7.00 Series
H warrants include a cashless exercise feature. Current and future shareholders may suffer dilution of their investment
and equity ownership
if any of the warrant holders elect to exercise their warrants at lower than the then market price.
We may be unable to collect on oil and gas royalty interests in the form of oil and gas royalty payments or amounts owed to us may be reduced due to external market conditions, regulatory changes, or the performance of third-party oil and gas operators.
We may be unable to collect on oil and gas royalty interests owed to us due to a failure of third-party producers to properly send royalty payments to us, or we may experience delays in payments or mistakes in the amounts sent to us. Further, our anticipated royalty payment amounts may decrease due to declines in production levels on properties in which we have mineral and royalty interests or changes in supply and demand levels for oil, gas, and natural gas. Our royalty interests may also be impacted by negative market and trade conditions that may affect the demand for oil, gas, and natural gas, which would impact prices for those commodities. We may be impacted by actions taken by the members of the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia that affect the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including regional supply and demand factors and delays of production that may be caused by governmental or state orders, rules, or regulations that impose production limits on such acreage including federal, state, and legislative initiatives relating to hydraulic fracturing. Our anticipated royalty interest payments may be decreased due to risks related to climate change. Restrictions on the use of water, including limits on the use of produced water by operators and a moratorium on new produced water well permits recently imposed by the Texas Railroad Commission in an effort to control induced seismicity in the Permian Basin could affect our royalty payments. Future royalty revenue may also be affected by significant declines in prices for oil, natural gas, or natural gas liquids, which, if significant, may require significant impairment of our royalties. Third party operators may be impacted by changes in U.S. energy, environmental, monetary and trade policies and conditions in the capital, financial and credit markets, including the availability and pricing of capital for their drilling and development operations, or they could face changes in availability or cost of rigs, equipment, raw materials, supplies and oilfield services, or a lack of or disruption in access to adequate and reliable transportation, processing, storage and other facilities impacting operators, including severe weather conditions and natural disasters.
OurOne part of our
business model is to partner with or acquire other companies.
We
aim to find energy businesses whose products, managers, technology, or other factors that we like and then acquire or invest in those
businesses. While we are open to investing in a diverse portfolio of entities across the energy sector, there is no certainty that we
will find suitable partners or that we will be able to engage in transactions on advantageous terms with the partners we identify. There
is also no certainty that we will be able to consummate future transactions on favorable terms, or any new transaction at all. To date,
several of our acquisitions/investments have not turned out well for us.
Many
of the people and entities with whom we engage may not be used to operating in business transactions in a public environment. Therefore,
Therefore, in order to discharge our fiduciary and disclosure obligations, we may have to work harder to maintain good business
practices. Entities
and persons operating in private industry may be unaccustomed to entering into lengthy written agreements or
keeping financial records
according to GAAP. Additionally, entities and persons with whom we had engaged may not have paid particular
attention to the obligations obligations,
including their obligations associated with employee retention tax credit and economic injury disaster
loan programs with which they
have agreed in written contracts. We have experienced or may experience differences in this manner
with several different entities with
whom we do business, including several entities that failed to comply with common law
contractual obligations, which led us into litigation
and other legal remedies.
●
sales, sales cycle, and market acceptance or rejection of the energy products and services by entities in which we’ve invested;
●
our ability to engage with partners who are successful in their markets;
●
economic conditions within our markets;
●
the timing of announcements by us or our competitors of significant products, contracts or acquisitions or publicity regarding actual
or potential results or performance thereof;
●
domestic and international economic, business, and political conditions;
●
justified or unjustified adverse publicity; and
●
proper or improper third-party short sales or other manipulation of our stock.
We began in Silicon Valley in 1985 as a limited partnership and operated as Mentor Capital, LP until we incorporated in California in 1994. We were privately owned until September 1996; at which time our Common Stock began trading on the Over The Counter Pink Sheets. Our merger and acquisition and business development activities have spanned many business sectors, and we went through a bankruptcy reorganization in 1998. In late 2015, we reincorporated under the laws of the State of Delaware. We are opportunistic and have operated in several different industries over our existence but do not have brand recognition within any one industry.
Management's Discussion & Analysis (MD&A)
Largest changes
“In 2003, the Company purchased a 50% interest in Waste Consolidators, Inc., a facilities operation company that comprised our facilities operation segment (“WCI”) and increased its ownership stake in WCI by 1% in 2014. Since January 1, 2014, our controlling interest investment in WCI included a facilities operations segment, which provides waste management and disposal services to business park owners, governmental centers, and apartment complexes in Phoenix, Austin, San Antonio, Houston, and Dallas. We sold the entirety of our majority ownership interest in WCI on October 4, 2023. …”see in full comparison
“In March 2025, the Company acquired three fractional, non-operating royalty interests in oil and gas properties covering approximately one hundred twenty-one (121) wells in the Spraberry Field of the Permian Basin in West Texas, through related public auctions for a total consideration of $1,369,899. …”see in full comparison
“The Company reviews the goodwill allocated for possible impairment annually, and our policy is also to review goodwill whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In the impairment test, the Company measured the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. If the carrying amount of a reporting unit is in excess of its fair value, the Company would recognize an impairment charge equal to the amount in excess. …”see in full comparison
“Goodwill of $1,324,142 for our discontinued operation was derived from consolidating our discontinued operation effective January 1, 2014, and $102,040 of goodwill was derived from our initial acquisition of a 50% interest in such discontinued operation. In accordance with ASC 350, “Intangibles-Goodwill and Other,” goodwill and other intangible assets with indefinite lives were no longer subject to amortization but were tested for impairment annually or whenever events or changes in circumstances indicated that the asset might be impaired.”see in full comparison
“The Company holds gold bullion as part of its investment strategy initially to preserve capital and hedge against inflationary risks. The Company’s investment strategy has shifted towards commodity futures trading as an integrated part of its portfolio involving gold bullion, gold bullion-backed securities, and futures trading in gold, silver, oil, and gas. Gold bullion is classified as an indefinite-lived nonfinancial asset and is accounted for under a cost model. Gold bullion is initially recorded at acquisition cost and subsequently measured at the lower of cost or net realizable value. …”see in full comparison
“We will seek to raise additional funds through financing, additional collaborative relationships, or other arrangements to increase revenues to support positive cash flow. We believe our existing available resources and opportunities are sufficient to satisfy our funding requirements for four years. …”see in full comparison
Full comparison: every changed paragraph (82)
We
sold the entirety of our majority ownership interest in Waste Consolidators, Inc. (“WCI”) on October 4, 2023 for $6,000,000,
resulting in the elimination of our facilities operations segment at that time. Accordingly, the results of operations and assets and
liabilities for this segment were excluded from the Company’s continuing operations on December 31, 2023, and for all prior periods
of comparison and are presented as a discontinued operation in this report and in the Company’s Annual Report for the period ended
December 31, 2023 on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2024.
The Company’s common stock is publicly traded on OTC Markets Over-the-Counter Venture Market (“OTCQB”), under the trading symbol: MNTR.
The Company was originally founded as an operating investment partnership in Silicon Valley, by the current CEO in 1985. The operating partnership acquired a salsa factory, bakery, trucking company, tortilla chip plant, and an athletic club chain. The former investment partnership was incorporated under the laws of the State of California on July 29, 1994 and on September 12, 1996, the Company’s offering statement was qualified under Regulation A of the Securities Act of 1933 and began to trade its shares publicly. The Company relocated in phases to San Diego, California in 1999, and contracted to provide financial assistance and investment in small businesses. On September 24, 2015, the Company redomiciled from California to Delaware by merging the California Mentor Capital, Inc. corporation into a newly formed Delaware entity, Mentor Capital, Inc. Following the merger, the Company is governed under the laws of the State of Delaware. In September 2020, Mentor relocated its corporate office from San Diego, California, to Plano, Texas.
In the public arena, the Company is opportunistic and maintains diverse operating and investment activities. These have included the acquisition of oil and gas partnerships, New York Stock Exchange gas trading company mini-tender offers, ATM ownership, facilities operations investment, cancer immunotherapy investment, equipment financing, intellectual property investment, litigation financing, investment in a dispute resolution company, our former facilities operations segment, and discounted funding of annuity-like fund flows. Most recently, from its new Texas base, the Company signaled a substantial return to its energy roots, starting with stock purchases in several energy companies in the oil and gas, coal, and uranium markets and purchases of fractional, non-operating royalty interests in producing oil and gas properties operating in West Texas and is utilizing gold as a placeholder until new energy investments are arranged.
Beginning
September 2008, after the name change back to Mentor Capital, Inc., the Company’s common stock traded publicly under the trading
symbol OTC Markets: MNTR and after February 9, 2015, as OTCQB: MNTR and after August 6, 2018, under the trading symbol OTCQX: MNTR and
after May 1, 2020, under the trading symbol OTCQB: MNTR.
In
2009, the Company began focusing its investing activities on leading-edge cancer companies. In response to government limitations on
reimbursement for highly technical and expensive cancer treatments and a resulting business decline in the cancer immunotherapy sector,
the Company decided to exit that space. In the summer of 2013, the Company was asked to consider investing in a cancer-related project
with a medical marijuana focus. In late 2019, the Company expanded its target industry focus which now prioritizes the oil, gas, coal, uranium, and related businesses.
In September 2020, the Company moved its corporate office to Plano, Texas. Most recently, the Company has signaled a substantial return
to its energy roots, starting with a tracking investment in six New York Stock Exchange energy companies in the oil and gas, coal, uranium,
and pipeline markets while also working to cooperatively acquire royalty interests and operating
companies in these classic energy markets.
Discontinued
Operation - Waste Consolidators, Inc.
On October 4, 2023, we sold and completely divested our majority controlling 51% interest in Waste Consolidators Inc. (“WCI”), our facilities operations segment, that provides waste management and disposal services, including waste consolidation, bulk item pickup, general property maintenance, and one-time clean-up services to business park owners, governmental centers, and apartment complexes in Phoenix, Austin, San Antonio, Houston, and Dallas. Following the sale, the Company received no new income from WCI and had no further involvement or continuing influence over its operations. WCI had been a long-standing operation, but it no longer aligned with the Company’s central business focus in the energy sector. The $6,000,000 proceeds from the sale of our WCI shares paid to the Company in 2023 and 2024 provided the Company with seed capital to seek out new business opportunities in the classic energy space. of oil and gas, coal, uranium, and related businesses.
The Company’s target industry focus includes the classic energy sectors of oil, gas, coal, uranium, and related ventures, with gold investment first serving as a placeholder while new energy positions are arranged. Although the energy sector declined, the gold investment did extraordinarily well. As a result, the Company progressively shifted to emphasize gold investment for profit and has begun to shift toward precious metals-oriented trading as a more profitable approach, including bullion, securities, and futures. Additionally, the Company has residual investments in legal dispute resolution services, collecting on an annuity-like financing, and the collection of a judgment that it intends to continue to pursue. In 2023, the Company initially signaled a substantial return to its energy roots, starting with a tracking investment in New York Stock Exchange energy companies in the oil and gas, coal, and uranium industries.
In March 2025, the Company acquired three fractional, non-operating royalty interests in oil and gas properties covering approximately one-hundred twenty-one (121) wells in the Spraberry Field of the Permian Basin in West Texas, through related public auctions for total consideration of $1,369,899 as follows:
The Company’s three (3) fractional royalty interests entitle the Company to receive a proportional share of revenues generated from the production of hydrocarbons from the underlying property, without incurring any operating or production costs. Working interest owners of our royalty interests operating the wells will participate in and bear the costs of operation and development.
Royalty revenue over approximately eight months of operation was $166,811 and $0 for the twelve months ended December 31, 2025 and 2024.
Accrued royalty income and incurred severance taxes are estimated and recognized in the month oil is produced, when royalty income is earned. The difference between accrued royalty income and the amount received is adjusted when royalty payments are received.
Accrual of estimated royalty income was $26,000 and $0 as of December 31, 2025 and 2024, respectively, which represent the Company’s estimated receivables for approximately two months. Royalty payments received were $140,811 and $0 for the twelve months ended December 31, 2025 and 2024, which represent a portion of the royalty income earned by the Company in November and December 2025. Actual and estimated severance taxes were approximately 5.10% of actual and accrued royalty income at the twelve months ended December 31, 2025. The difference between the estimated incurred severance tax liability and the amount paid is adjusted upon the Company’s receipt of royalty statements. The Company monitors changes in market conditions, commodity prices, production volumes, and other factors, which may materially impact the recoverability of our royalty interests.
Ad valorem tax liabilities were $4,571 and $0 as of December 31, 2025, and 2024. Ad valorem taxes are assessed according to value by the county assessor in the locality where our royalty interests are located, in accordance with local and state law.
The Company also maintains a gold investment and short-term treasury exchange-traded funds for the purpose of facilitating investment into the Company to support potential future energy acquisitions and to collect low-risk interest to offset inflation, respectively.
In
2003, the Company purchased a 50% interest in Waste Consolidators, Inc., a facilities operation company that comprised our
facilities operation segment (“WCI”) and increased its ownership stake in WCI by 1% in 2014. Since January 1, 2014, our
controlling interest investment in WCI included a facilities operations segment, which provides waste management and disposal
services to business park owners, governmental centers, and apartment complexes in Phoenix, Austin, San Antonio, Houston, and
Dallas. We sold the entirety of our majority ownership interest in WCI on October 4, 2023. The sale proceeds support the
Company’s focus on acquisition and investment opportunities in the classic energy space available in the state of Texas,
increasing our liquidity and capitalizing on the long-standing experience of our Chief Executive Officer in this sector. Following
the sale, the Company received no new income from WCI and had no further involvement or continuing influence over its operations.
The sale of WCI resulted in the elimination of our facilities operations segment at that time. Accordingly, the results of
operations and assets and liabilities for our facilities operations segment are excluded from the Company’s continuing
operations on December 31, 2023, and for all prior periods of comparison, and WCI is presented as a discontinued operation. See Note
3 to the consolidated financial statements and the Company’s Annual Report for the period ended December 31, 2023 on Form 10-K
as filed with the Securities and Exchange Commission on April 1, 2024 for comparative prior period December 31, 2022 reporting
related to our discontinued operation.
Mentor
IP, LLC
On
April 18, 2016, the Company formed Mentor IP, LLC (“MCIP”), a South Dakota limited liability company and wholly owned subsidiary
of Mentor. Since its inception, MCIP held interests related to patent rights. On October 24, 2023, the Company divested Mentor IP, LLC’s
intellectual property and licensing rights related to a certain United States and Canadian patent. The Company received no payment for
its divestment. Patent application and national phase maintenance fees were expensed when paid and there were no assets related to MCIP
patents represented on the consolidated financial statements at December 31, 2024 and 2023. Activity has been limited to payment of patent
application maintenance fees in Canada.
On
July 15, 2022, the Company and NeuCourt entered into an Exchange Agreement whereby the Company’s outstanding convertible promissory
notes and accrued interest, in an aggregate net amount of $86,030,$83,756, was exchanged for a Simple Agreement for Future Equity (“SAFE”)
in equal face value. On July 22, 2022, the Company sold $989 of the SAFE Purchase Amount to a third party. On August 1, 2022, the Company
sold an additional $1,285 of the SAFE Purchase Amount to a third party, thereby reducing the outstanding aggregate SAFE Purchase Amount
to $83,756.
Mentor
Partner II, LLC
Mentor
Partner II, LLC (“Partner II”) was reorganized as a limited liability company under the laws of the State of Texas on
February 17, 2021. The entity was originally organized as a limited liability company under the laws of the State of California on
February 1, 2018. Partner II was formed as a wholly owned subsidiary of Mentor for the purpose of acquisition and investment. Partner II originally held the contractual rights to lease payments from Pueblo West Organics, LLC (“Pueblo
West”) which was paid in full to Partner II on September 28, 2022. See Note 9 in the Company’s Annual Report for the
period ended December 31, 2023 on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2024 for further
discussion regarding the former Master Equipment Lease Agreement between Partner II and Pueblo West.
TWG,
LLC
On
October 4, 2022, the Company formed TWG, LLC (“TWG”), a Texas limited liability company, as a wholly owned subsidiary of
Mentor in order to prepare to fulfill certain February 16, 2022 modification agreement performance obligations related to installment
payments the Company receives from a non-affiliated party.
On
October 4, 2023, in connection with the sale of the Company’s 51% ownership interest in WCI, the Company received a one-year
unsecured, unsecured,
subordinated, promissory note in initial principal face amount of $1,000,000 from Ally Waste Services, LLC
(“Ally”) at 6%
interest per annum. The $1,000,000 initial principal face amount of the note plus accrued interest of
$60,000 was paid by Ally on October 4, 2024.
See Note 5.
The
Company’s future success is dependent upon its ability to make a return on ourits acquisitions and investments to generate positive
positive cash flow and to obtain sufficient capital from non-portfolio-related sources. The Company currently has enough cash to
effectuate its
business plans for the next four years. Management believes they can raise additional funds to support
their business plan and develop
a successful operating company.
The
accompanying consolidated financial statements and related notes include the activity of majority-owned subsidiaries ofin 51%which ora more.controlling financial
interest is owned. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles
in the United States
of America (“GAAP”). Significant intercompany balances and transactions have been eliminated in consolidation.
As shown in the accompanying financial statements, the Company has a significant accumulated deficit of ($9,601,431) as of December 31, 2025. On October 4, 2023, the Company received significant profit on the sale of its former majority owned subsidiary, although negative cash flows from operations continue. In March 2025, the Company acquired three fractional, non-operating royalty interests in oil and gas properties covering approximately one hundred twenty-one (121) wells in the Spraberry Field of the Permian Basin in West Texas, through related public auctions for a total consideration of $1,369,899. The royalty interests entitle the Company to receive a proportional share of revenues generated from the future production of hydrocarbons from the underlying properties, without incurring any operating or production costs in the future. See Note 10.
As
shown in the accompanying financial statements, the Company has a significant accumulated deficit of ($9,027,312) as of December 31,
2024. The Company has recently received significant profit on the sale of its former majority owned subsidiary, although negative cash
flows from operations continue.
Management’s
plans include increasing revenues through acquisition, investment, and organic growth. Management anticipates funding new activities
by raising additional capital through the sale of Series Q Preferred Stock, other equity securitiessecurities, and debt.
The Company has determined that there are currently two reportable segments: 1) the Company’s energy segment and 2) the Company’s historic residual operations segment. The Company also maintains a gold investment and short-term treasury exchange-traded funds for the purpose of facilitating investment into the Company to support potential future energy acquisitions and to collect low-risk interest to offset inflation, respectively.
The
Company has determined that there are currently two reportable segments: 1) the historic residual operations segment and 2) the
Company’s energy segment.
On
October 4, 2023, the Company’s facilities operations segment was sold. Following the sale, the Company received no new income from
WCI, and had no further involvement or continuing influence over the operations of WCI. As a result, our facilities operations segment
was deconsolidated on the date of the sale, and our former facilities operations segment was reported as a discontinued operation. See
Note 3.
Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition, accounts and notes receivable reserves, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to investments, goodwill, intangible assets, amortization periods, accrued expenses, and recoverability of the Company’s net deferred tax assets and any related valuation allowance.
Although
the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are
recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions
that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if past experience
or other assumptions do not turn out to belead to substantially accurate.accurate predictions.
Income
Taxes: Improvements to Income Tax Disclosures - In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topics
740): Improvements to Income Tax Disclosures,” which updates ASC 740 to expand the disclosure requirements for income taxes,
specifically specifically
related to the rate reconciliation and income taxes paid. We adopted ASU 2023-09 isin effectivefiscal foryear annual2025. periodsSee beginningNote after December 15, 2024.
Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial
statements.19.
Income
Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses
- In November 2024, the FASB issued ASU 2024-032024-03, “Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures
(Subtopic 220-40),” which adds ASC 220-40 to expand disclosure requirements related to entity expenses. Upon adoption, entities
will be required to disclose a disaggregation of certain expense categories included within the expense captions on the face of the income
statement within the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026,
and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The adoption of this ASU is not
expected to have a material impact on the Company’s consolidated financial statements.
Interim Reporting: Narrow-Scope Improvements - In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270)” to improve the navigability of required interim disclosures and clarify when such guidance is applicable. ASU 2025-11 provides additional guidance on the disclosures required in interim reporting periods and adds a principle to Topic 270 requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2028. Early adoption is permitted. The ASU will be adopted by the Company upon the ASU effective date. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.
Codification Improvements - In December 2025, the FASB issued ASU 2025-12 “Codification Improvements,” which includes updates to thirty-three Codification entries across a broad range of Topics, arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods within those annual periods. Early adoption is permitted. The ASU will be adopted by the Company upon the ASU effective date. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.
The Company maintains its cash and cash equivalents in money market and bank deposit accounts, which at times may exceed federally insured Federal Deposit Insurance Corporation limits. The Company has not experienced any losses in such accounts, nor does the Company believe it is exposed to any significant credit risk on cash and cash equivalents. The Company will continue to monitor its accounts and the banking sector for potential financial institution risk.
Accounts
receivable consist of trade accounts arising in the normal course of business and are classified as current assets and carried at original
invoice amounts less an estimate for doubtful receivables based on historical losses as a percent of revenue in conjunction with a review
of outstanding balances on a quarterly basis. The estimate of allowance for doubtful accounts is based on the Company’s bad debt
experience, market conditions, and aging of accounts receivable, among other factors. If the financial condition of the Company’s
customers deteriorates, resulting in the customer’s inability to pay the Company’s receivables as they come due, additional
allowances for doubtful accounts will be required. At December 31, 20242025 and 2023,2024, the Company had $0no allowance for doubtful normal course
receivables.
The guidance under ASC Topic 326, “Financial Instruments - Credit Losses,” impacts the impairment model for certain financial assets by requiring a current expected credit loss (“CECL”) methodology to estimate expected credit losses over the entire life of the financial asset. Under the guidance, the Company has the ability to determine that there are no expected credit losses in certain circumstances based on the credit quality of the customer.
The allowance for credit losses is based on the Company’s expectation of the collectability of the financial instruments carried at amortized costs, including arrangement fees and other receivables, using the CECL framework. The Company’s expectation is that the credit risk associated with receivables is that the client with which it may conduct business is unable to fulfill its contractual obligation. In such instance, management would monitor the credit risk of clients, and currently, there is not a foreseeable expectation of an event or change that could result in the arrangement fee receivables being unpaid based on individual facts and circumstances. The Company considers factors such as historical experience, credit quality, age of balances, and current and future economic conditions that may affect the Company’s expectation of the collectability in determining the allowance for credit losses if such an arrangement became applicable. The Company’s royalty receivable is subject to ASC 326-20 “Financial Instruments—Credit Losses—Measured at Amortized Cost,” as a financial asset measured at amortized cost, but based on the Company’s evaluation of expected credit losses (considering counterparties, collection history, timing of payments, and other relevant factors), expected losses are insignificant and no allowance is recorded.
Investment in securities consists of debt and equity securities reported at fair value. Under ASU 2016-01, “Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities,” the Company elected to report changes in the fair value of equity investment in realized and unrealized investment gains (losses), net.
Investment in gold at cost
The Company holds gold bullion as part of its investment strategy initially to preserve capital and hedge against inflationary risks. The Company’s investment strategy has shifted towards commodity futures trading as an integrated part of its portfolio involving gold bullion, gold bullion-backed securities, and futures trading in gold, silver, oil, and gas. Gold bullion is classified as an indefinite-lived nonfinancial asset and is accounted for under a cost model. Gold bullion is initially recorded at acquisition cost and subsequently measured at the lower of cost or net realizable value. The Company evaluates the carrying value of gold bullion for impairment on a periodic basis and recognizes losses when the market value declines below cost. Any such impairment losses are recognized in earnings and are not reversed for subsequent recoveries in value. Fair value measurements, when performed for impairment testing, are determined in accordance with ASC 820 “Fair Value Measurement.” Realized gains or losses are recognized in earnings upon sale of the gold bullion and are measured as the difference between the proceeds received and the carrying amount of the asset.
The
Company had a one-year subordinated note receivable from Ally Waste Services, LLC that was recorded at the principal face amount of $1,000,000
plus accrued interest of $15,000 at December 31, 2023. The note matured on October 4, 2024, and bore interest at 6% per annum from October
4, 2023, to October 4, 2024, at which time the note was due and payable to Mentor. The $1,000,000 initial principal face amount of the
notenote, plus accrued interest of $60,000$60,000, was paid by Ally on October 4, 2024.
The
Company’s investments in entities where it is a minority owner and does not have the ability to exercise significant influence
are recorded at fair value if readily determinable. If the fair market value is not readily determinable, the investment is recorded
under the cost method. Under this method, the Company’s share of the earnings or losses of such investee company is not included
in the Company’s financial statements. The Company reviews the carrying value of its long-term investments for impairment each
reporting period.period as well as for adjustments related to observable price changes in orderly transactions.
Investments in debt securities
At December 31, 2025 and 2024, the Company held no investments in debt securities.
Finance
leases receivable
The
Company, through its subsidiaries, is the lessor of manufacturing equipment subject to leases under master leasing agreements. The leases
contain an element of dealer profit, and lessee bargain purchase options at prices substantially below the subject assets’ estimated
residual values at the exercise date for the options. Consequently, the Company classified the leases as sales-type leases (the “finance
leases”) for financial accounting purposes. For such finance leases, the Company reports the discounted present value of (i) future
minimum lease payments (including the bargain purchase option, if any) and (ii) any residual value not subject to a bargain purchase
option as a finance lease receivable on its balance sheet and accrues interest on the balance of the finance lease receivable based on
the interest rate inherent in the applicable lease over the term of the lease. For each finance lease, the Company recognized revenue
in an amount equal to the net investment in the lease and cost of sales equal to the net book value of the equipment at the inception
of the applicable lease.
A
finance receivable is considered impaired, based on current information and events, if it is probable that we will be unable to collect
all amounts due according to contractual terms. Impaired finance receivables include finance receivables that have been restructured
and are troubled debt restructures. See Note 9.
Credit
quality of notes receivable and finance leases receivable and credit loss reserve As
our notes receivable and finance leases receivable are limited in number, our management is able to analyze estimated credit loss reserves
based on a detailed analysis of each receivable as opposed to using portfolio-based metrics. Our management does not use a system of
assigning internal risk ratings to each of our receivables. Rather, each note receivable and finance lease receivable are analyzed quarterly
and categorized as either performing or non-performing based on certain factors including, but not limited to, financial results, satisfying
scheduled payments and compliance with financial covenants. A note receivable or finance lease receivable will be categorized as non-performing
when a borrower experiences financial difficulty and has failed to make scheduled payments. As part of the monitoring process we may
physically inspect the collateral or a borrower’s facility and meet with a borrower’s management to better understand such
borrower’s financial performance and its future plans on an as-needed basis.
Property
and equipment are recorded at cost less accumulated depreciation. Depreciation is computed on the declining balance method over the estimated
useful lives of various classes of property. The estimated lives of the property and equipment are generally as follows: computer equipment,
3 years to 5 years; furniture and equipment, 7 years; and vehicles and trailers, 4 years to 5 years. Prior to the sale of our discontinued
operation, depreciation on vehicles used by the discontinued operation to service its customers is included in cost of goods sold. All
other depreciationDepreciation is included in selling, general and administrative costs in the consolidated income statements.
Intangible assets
In March 2025, the Company acquired three fractional, non-operating royalty interests in oil and gas properties covering approximately one hundred twenty-one (121) wells in the Spraberry Field of the Permian Basin in West Texas, through related public auctions for a total consideration of $1,369,899. The Company’s ownership in various non-operating royalty interests that result in a future economic benefit in the form of royalty payments following production are classified as intangible assets in accordance with ASC 350, “Intangibles – Goodwill and Other.” The Company determined that the royalty interests have an estimated useful life of ten years, which is not uncommon in the oil and gas industry. Our royalty interests are amortized on a straight-line basis over an estimated useful life of ten years. Undiscounted cash flows are used for the recoverability test. Discounted cash flows are used to determine fair value if impairment is triggered. The Company’s royalty interests are analyzed in comparison to net present value calculated by using a 10% discount rate ceiling for impairment at least annually or if events or changes in circumstances indicate the asset may be significantly impaired. As of December 31, 2025, the total carrying value of all royalty interests taken together was $1,266,648, which was calculated as the beginning balance of our royalty interests of $1,369,899, less accumulated amortization of $103,251 at December 31, 2025. No indicators of impairment were identified during the twelve months ended December 31, 2025. See Note 10.
Lessee
Leases
We
determine whether an arrangement is a lease at inception. Lessee leases are classified as either finance leases or operating leases.
A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by
the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term
is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially
all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. Our operating
leases are comprised of office space leases, and office equipment. Fleet vehicle leases entered into prior to January 1, 2019, under
ASC 840 guidelines, are classified as operating leases. Fleet vehicle leases entered into beginning January 1, 2019, under ASC 842 guidelines,
are classified as finance leases. Our leases have remaining lease terms of 1 month to 48 months. Our fleet finance leases contain a residual
value guarantee which, based on past lease experience, is unlikely to result in a liability at the end of the lease. As most of our leases
do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in
determining the present value of lease payments.
Costs
associated with operating lease assets were recognized on a straight-line basis, over the term of the lease, within cost of goods sold
for vehicles used in direct servicing of discontinued operation customers and in operating expenses for costs associated with all other
operating leases. Finance lease assets were amortized within cost of goods sold for vehicles used in direct servicing of discontinued
operation customers and within operating expenses for all other finance lease assets, on a straight-line basis over the shorter of the
estimated useful lives of the assets or the lease term. The interest component of a finance lease is included in interest expense and
recognized using the effective interest method over the lease term. Our discontinued operation had agreements that contained both lease
and non-lease components. For vehicle fleet operating leases, we accounted for lease components together with non-lease components (e.g.,
maintenance fees).
What changed in the latest 10-Q
Risk Factors
Largest changes
As a public company, we are required to file annual and quarterly financial statements with the Securities and Exchangesee in full comparisonCommissionCommission, which are audited or reviewed, as applicable, by independent registered public accountants who arePCAOB-registered,PCAOB-registered and permitted to appear and practice before the Securities and Exchange Commission. Our former auditor, BF Borgers, was prohibited from practicing before the Securities and Exchange Commission, so we engaged new auditors, Spicer Jeffries, in May 2024 to complete the 2024 year-end audit and reauditing of the 2023 and 2022 opening balances.FollowingOn April 20, 2026, following completion of the 2025 financial statements audit, we dismissed Spicer Jeffries, which had been purchased by Cherry Bekaert in June 2025,andand,haveonsincethe same day, engagedaM&K CPAS, PLLC as our new auditor. Our access to the capital markets and our ability to make timely filings with the Securities and Exchange Commission will depend on having financial statements re-audited and re-reviewed bytheM&KnewCPAS,auditor who is PCAOB-registered and permitted to appear and practice before the Securities and Exchange Commission.PLLC. In addition, we may experience delays in working with potential acquisition targets or lenders until our financial statements are re-audited and reviewed bytheM&KnewCPAS,auditor.PLLC. As a result, we may encounter delays, additional audit expenses, and other material costs due to our inability to rely on our previously reviewed and audited financial statements by BF Borgers, Spicer Jeffries, and Cherry Bekaert. Any resulting delay in accessing or inability to access the public capital markets could be disruptive to our operations and could affect the price and liquidity of our securities. Any negative news about the proceedings against BF Borgers may also adversely affect investor confidence and public perception of the Company. All of these factors could materially and adversely affect our business, the market price of our common stock, and our ability to access the capital markets. For more information, please see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2026.
The effects of negative worldwide economic events, such as the impact of money printing, inflation, interest rate fluctuations, fluctuations in gold prices, tariff increases, fluctuations in exchange rates, challenges in raising capital, supply chain disruptions, recession, climate regulation, economic sanctions, potential banking or currency crises, asset confiscation, theft, cybersecuritysee in full comparisonrisks,risks associated international criminal actors, the misuse of agentic AI, data breaches associated with outside negligent actors, criminals, and data brokers who may sell our information on the dark web or the negligent misuse of our confidential information by outside vendors without our knowledge or consent who we may contract with who may have negligently mishandled our confidential information, evolving and sophisticated cyber-attacks and other attempts to gain access to our information technology systems, geopolitical conflicts, the war in Ukraine, the conflicts in the Middle-East, the U.S. confrontation in Venezuela, and other potential international conflicts, reoccurring election-related changes in the U.S. federal government, product and labor shortages, increased risk to oil and energy markets, market conditions and monetization that could impact the price of gold, and a global economic slowdown may cause disruptions and extreme volatility in global financial markets, increased rates of default and bankruptcy, political change, impact levels of consumer spending, and may impact our business, operating results, or financial condition. The ongoing worldwide economic, political, and military situations, future weakness in the credit markets, and significant liquidity problems for the financial services industries may also impact our financial condition in a number of ways. For example, current or potential partners and affiliates may not pay us, or our partners or affiliates may delay paying us or our partners or affiliates for previously purchased products and services. Our involvement in the classic energy sector may draw political or regulatory scrutiny even if our actions are entirely legal and beneficial to society. Also, we may have difficulties in securing additional financing in the energy sector.
As ofsee in full comparisonMarchJune31,30, 2026, Mr. Billingsley owned approximately 28.75% of the outstanding shares of the Company’s Common Stock on a fully26.43%diluted basis. Together with other members of the Company’s Board of Directors, the management of the Company owns approximately 33.72% of the outstanding shares of the Company’s Common Stock on a fully diluted basis.Together with other members of the Company’s Board of Directors, the management of the Company owns approximately 32.53% of the outstanding shares of the Company’s Common Stock on a fully diluted basis.Mr. Billingsley holds 47,274 Series D warrants, exercisable at $0.02 per share. Marcia Meyer, and Lori Stansfield, directors of the Company, hold an aggregate of 628,955 Series D warrants exercisable at $0.02 per share. Due to the large number of shares of Common Stock owned by Mr. Billingsley and the directors of the Company, management has considerable ability to exercise control over the Company and matters submitted for shareholder approval, including the election of directors and approval of any merger, consolidation or sale of substantially all of the assets of the Company. Additionally, due to his position as CEO and Chairman of the Board, Mr. Billingsley has the ability to control the management and affairs of the Company. The Company’s directors and Mr. Billingsley owe a fiduciary duty to our shareholders and are required to act in good faith in a manner each reasonably believes to be in the best interests of our shareholders. As shareholders, Mr. Billingsley and the other directors are entitled to vote their shares in their own interests, which may not always be in the interests of our shareholders generally.
As ofsee in full comparisonMarchJune31,30, 2026, the Company had21,683,18927,589,296 outstanding shares of its Common Stock trading at approximately$0.0.068$0.068 per share. As of the same date, the Company also had 4,250,000 outstanding Series D warrants exercisable for shares of Common Stock at $0.02 per share. These Series D warrants do not have a cashless exercise feature. The Company estimates that the warrants may be increasingly exercised anytime the per share price of the Company’s Common Stock is greater than $0.24 per share. Exercise of these Series D warrants may result in immediate and potentially substantial dilution to current holders of the Company’s Common Stock. In addition, the Company has 413,512 outstanding Series H warrants with a per share exercise price of $7.00 held by an investment bank and its affiliates. These $7.00 Series H warrants include a cashless exercise feature. Current and future shareholders may suffer dilution of their investment and equity ownership if any of the warrant holders elect to exercise their warrants.
Full comparison: every changed paragraph (8)
As
a public company, we are required to file
annual and quarterly financial statements with the Securities and Exchange Commission Commission,
which are audited or reviewed, as applicable,
by independent registered public accountants who are PCAOB-registered,PCAOB-registered and permitted to
appear and practice before the Securities
and Exchange Commission. Our former auditor, BF Borgers, was prohibited from practicing
before the Securities and Exchange
Commission, so we engaged new auditors, Spicer Jeffries, in May 2024 to complete the 2024
year-end audit and reauditing of the 2023
and 2022 opening balances. FollowingOn April 20, 2026, following completion of the 2025 financial
statements audit, we dismissed Spicer Jeffries, which had been
purchased by Cherry Bekaert in June 2025, andand, haveon sincethe same day,
engaged aM&K CPAS, PLLC as our new auditor. Our access to the capital markets and our ability to
make timely filings with the
Securities and Exchange Commission will depend on having financial statements re-audited and
re-reviewed by theM&K newCPAS, auditor who is PCAOB-registered and permitted to appear and practice before the
Securities and Exchange Commission.PLLC. In
addition, we may experience delays in working with potential acquisition targets or lenders
until our financial statements are
re-audited and reviewed by theM&K newCPAS, auditor.PLLC. As a result, we may
encounter delays, additional audit expenses, and other material
costs due to our inability to rely on our previously reviewed and
audited financial statements by BF Borgers, Spicer Jeffries, and
Cherry Bekaert. Any
resulting delay in accessing or inability to access the public capital markets could be disruptive to our
operations and could
affect the price and liquidity of our securities. Any negative news about the proceedings against BF Borgers
may also adversely
affect investor confidence and public perception of the Company. All of these factors could materially and
adversely affect our
business, the market price of our common stock, and our ability to access the capital markets. For more
information, please see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April
23, 2026.
We
anticipate that current cash resources and opportunities
without new inflows would be sufficient for us to execute our business plan
for fourthree years after the date these financial statements are
issued. We believe that securing substantial additional sources of financing
is possible, but there is no assurance of our ability to
secure such financing. A failure to obtain additional financing could prevent
us from making substantial expenditures for advancement
and growth to partner with businesses and hire additional personnel. If we raise
additional future financing by selling equity, or convertible
debt securities, the relative equity ownership of our existing investors
could be diluted, or the new investors could obtain terms more
favorable than previous investors. If we raise additional funds through
debt financing, we could incur significant borrowing costs and
be subject to adverse consequences in the event of a default.
As
of MarchJune 31,30, 2026, the Company had 21,683,18927,589,296 outstanding
shares of its Common Stock trading at approximately $0.0.068$0.068 per share. As of
the same date, the Company also had 4,250,000 outstanding
Series D warrants exercisable for shares of Common Stock at $0.02 per share.
These Series D warrants do not have a cashless exercise feature.
The Company estimates that the warrants may be increasingly exercised
anytime the per share price of the Company’s Common Stock
is greater than $0.24 per share. Exercise of these Series D warrants
may result in immediate and potentially substantial dilution to current
holders of the Company’s Common Stock. In addition, the
Company has 413,512 outstanding Series H warrants with a per share exercise
price of $7.00 held by an investment bank and its affiliates.
These $7.00 Series H warrants include a cashless exercise feature. Current
and future shareholders may suffer dilution of their investment
and equity ownership if any of the warrant holders elect to exercise their
warrants.
Beginning
on February 9, 2015, in accordance with
Section 1145 of the United States Bankruptcy Code and in accordance with the Company’s
court-approved Plan of Reorganization, the
Company announced that it would allow for partial redemption of up to 1% per month of the
outstanding Series D warrants to provide for
the court specified redemption mechanism for warrants not exercised timely by the original
holder or their estates. On October 7, 2016,
the Company announced that the 1% redemptions which were formerly priced on a calendar month
schedule would subsequently be initiated
and priced on a random date to be scheduled after the prior 1% redemption is complete to prevent
potential third-party manipulation of
share prices during the pricing period at month-end. Company designees that apply during the redemption
period must pay 10 cents per warrant
to redeem the warrants and then exercise the Series D warrant to purchase a share of the Company’s
Common Stock at a maximum of
one-half of the closing bid price on the day preceding the 1% partial redemption. The 1% partial redemption
may continue to be periodically
recalculated and repeated according to the court formula until such unexercised warrants are exhausted,
or the partial redemption is otherwise
suspended or truncated by the Company. There were no warrant redemptions in the firstsix quartermonths ofended
June 202630, 2026, or in fiscal year 2025.
We
may be unable to collect on oil and gas royalty
interests owed to us due to a failure of third-party producers to properly send royalty
payments to us, or we may experience delays in
payments or mistakes in the amounts sent to us. Further, our anticipated royalty payment
amounts may decrease due to declines in production
levels on properties in which we have mineral and royalty interests or changes in
supply and demand levels for oil, gas, and natural gas.
Our royalty interests may also be impacted by negative market and trade conditions
that may affect the demand for oil, gas, and natural
gas, which would impact prices for those commodities. We may be impacted by actions
taken by the members of the Organization of the Petroleum
Exporting Countries (“OPEC”), Russia, and RussiaIran that affect the
production and pricing of oil, as well as other domestic and global
political, economic, or diplomatic developments, including regional
supply and demand factors and delays of production that may be caused
by governmental or state orders, rules, or regulations that impose
production limits on such acreage including federal, state, and legislative
initiatives relating to hydraulic fracturing. Our anticipated
royalty interest payments may be decreased due to risks related to climate
change. Restrictions on the use of water, including limits
on the use of produced water by operators and a moratorium on new produced
water well permits recently imposed by the Texas Railroad
Commission in an effort to control induced seismicity in the Permian Basin could
affect our royalty payments. Future royalty revenue
may also be affected by significant declines in prices for oil, natural gas, or natural
gas liquids, which, if significant, may require
significant impairment of our royalties. Third party operators may be impacted by changes
in U.S. energy, environmental, monetary and
trade policies and conditions in the capital, financial and credit markets, including the
availability and pricing of capital for their
drilling and development operations, or they could face changes in availability or cost
of rigs, equipment, raw materials, supplies and
oilfield services, or a lack of or disruption in access to adequate and reliable transportation,
processing, storage and other facilities
impacting operators, including severe weather conditions and natural disasters.
Many
of the people and entities with whom we engage
may not be used to operating in business transactions in a public environment. Therefore,
in order to discharge our fiduciary and disclosure
obligations, we may have to work harder to maintain good business practices. Entities
and persons operating in private industry may be
unaccustomed to entering into lengthy written agreements or keeping financial records
according to GAAP. Additionally, entities and persons
with whom we had engaged may not have paid particular attention to the obligations,
including their obligations associated with employee
retention tax credit and economic injury disaster loan programsprograms, with which they
have agreed in written contracts. We have experienced
or may experience differences in this manner with several different entities with
whom we do business, including several entities that
failed to comply with common law contractual obligations, which led us into litigation
and other legal remedies.
As
of MarchJune 31,30, 2026, Mr. Billingsley owned approximately 28.75% of the outstanding shares of the Company’s Common Stock on a fully
26.43%diluted basis. Together with other members of the Company’s Board of Directors, the management of the Company owns approximately
33.72% of the outstanding shares of the Company’s Common Stock on a fully diluted basis. Together with other members of the Company’s
Board of Directors, the management of the Company owns approximately 32.53% of the outstanding shares of the Company’s Common Stock
on a fully diluted basis. Mr. Billingsley holds 47,274 Series D
warrants, exercisable at $0.02 per share. Marcia Meyer, and Lori Stansfield,
directors of the Company, hold an aggregate of 628,955 Series
D warrants exercisable at $0.02 per share. Due to the large number of shares
of Common Stock owned by Mr. Billingsley and the directors
of the Company, management has considerable ability to exercise control over
the Company and matters submitted for shareholder approval,
including the election of directors and approval of any merger, consolidation
or sale of substantially all of the assets of the Company.
Additionally, due to his position as CEO and Chairman of the Board, Mr. Billingsley
has the ability to control the management and affairs
of the Company. The Company’s directors and Mr. Billingsley owe a fiduciary
duty to our shareholders and are required to act in
good faith in a manner each reasonably believes to be in the best interests of our
shareholders. As shareholders, Mr. Billingsley and
the other directors are entitled to vote their shares in their own interests, which
may not always be in the interests of our shareholders
generally.
The
effects of negative worldwide economic events,
such as the impact of money printing, inflation, interest rate fluctuations, fluctuations
in gold prices, tariff increases, fluctuations
in exchange rates, challenges in raising capital, supply chain disruptions, recession,
climate regulation, economic sanctions, potential
banking or currency crises, asset confiscation, theft, cybersecurity risks,risks associated
international criminal actors, the misuse of agentic AI, data breaches associated with outside negligent actors, criminals, and data
brokers who may sell our information on the dark web or the negligent misuse of our confidential information by outside vendors without
our knowledge or consent who we may contract with who may have negligently mishandled our confidential information, evolving and sophisticated
cyber-attacks and other attempts
to gain access to our information technology systems, geopolitical conflicts, the war in Ukraine, the
conflicts in the Middle-East, the U.S. confrontation in
Venezuela, and other potential international conflicts, reoccurring election-related
changes in the U.S. federal government, product and
labor shortages, increased risk to oil and energy markets, market conditions and
monetization that could impact the price of gold, and
a global economic slowdown may cause disruptions and extreme volatility in global
financial markets, increased rates of default and bankruptcy,
political change, impact levels of consumer spending, and may impact our
business, operating results, or financial condition. The ongoing
worldwide economic, political, and military situations, future weakness
in the credit markets, and significant liquidity problems for
the financial services industries may also impact our financial condition
in a number of ways. For example, current or potential partners
and affiliates may not pay us, or our partners or affiliates may delay
paying us or our partners or affiliates for previously purchased
products and services. Our involvement in the classic energy sector
may draw political or regulatory scrutiny even if our actions are
entirely legal and beneficial to society. Also, we may have difficulties
in securing additional financing in the energy sector.
Management's Discussion & Analysis (MD&A)
New heading “Selling, general and administrative expenses”
New heading “Other income and expense”
Largest changes
“Other income and expense, net, totaled $21,205 for the six months ended June 30, 2026 compared to ($120,309) for the prior year period, an increase of $141,514 or (117.63%). The increase is due to a $49,886 increase in gain on the sale of investment in gold, a $18,740 increase in gain on sale of investment in securities, a $20,413 increase in other income from a class action settlement payment in re: Electronic Servitor Publication Network Inc. v. …”see in full comparison
Other income (expense), net, totaledsee in full comparison$91,692($70,486) for the three months endedMarchJune31,30, 2026, compared to ($13,340$106,969) for the prior year period, aan increasedecrease of$105,033$36,483 or (787.35%34.11%). Theincreasedecrease is due to a$104,944 increase in unrealized gain on investment in securities, a $20,414 increase in other income from a class action settlement payment in re: Electronic Servitor Publication Network Inc. v. BF Borgers and a $9,193$49,886 increase in gain on the sale of investment in gold, a $116 increaseinvestments,in gain on the sale of investment in futures, and a $61 increase in interest income, offset by adecrease in($29,519$120,549) decrease ininterestunrealizedincomegain (loss) on investment in securities for the three months endedMarchJune31,30, 2026.
“Our selling, general and administrative expenses for the six months ended June 30, 2026 were $500,588 compared to $397,708 for the prior year period, an increase of $102,879 or 25.87%. …”see in full comparison
Our selling, general and administrativesee in full comparisonexpenses, including severance and ad valorem taxes,expenses for the three months endedMarchJune31,30, 2026waswere$303,149$197,439 compared to$195,975$201,733 for the prior year period,anaincreasedecrease of$107,174.($7,558) or (3.75%). We experienced a$45,112 increase in officer salary and benefits, a $33,739 increase in accumulated amortization expense, a $9,487 increase in employee salary and benefits, a $8,750$4,375 increase in board of directors fees, a$4,750$3,264 increase inannual ad valoremseverance taxes, a$3,304$1,371 increase in depreciation expense, a $429 increase in professional fees,a $2,085 increase in severance taxes, a $763 increase in depreciation expense,a $102 increase in insurance expense, a $39 increase in employee salary and benefits, and a$57$33 increase in advertising expense, offset by a ($895$11,741) decrease inadministrativeofficerfees,salary and benefits,andaa ($80$1,126) decrease in travel relatedexpensesexpenses, and a ($1,040) decrease in administrative fees, resulting inanaincreasedecrease in other selling, general and administrative expenses of54.69%,(3.75%), for the three months endedMarchJune31,30, 2026 as compared to the prior year period.
Full comparison: every changed paragraph (33)
The
following discussion will assist in the understanding
of our financial position at MarchJune 31,30, 2026 and the results of operations for the
three threeand six months ended MarchJune 31,30, 2026 and 2025. The information
below should be read in conjunction with the information contained
in the unaudited Condensed Consolidated Financial Statements and related
notes to the financial statements included within this Quarterly
Report on Form 10-Q for the threesix months ended MarchJune 31,30, 2026 and 2025
and our Annual Report on Form 10-K for the year ended December 31,
2025.
Mentor Capital, Inc.
The
Company’s target industry focus includes
the classic energy sectors of oil, gas, coal, uranium, and related ventures, with gold
investment first serving as a placeholder while
new energy positions are arranged. Although the energy sector declined, the gold investment
did extraordinarily well. As a result, the
Company progressively shifted to emphasize gold investment for profit and has begun to shift
toward precious metals-oriented trading as
a more profitable approach, including bullion, securities, and futures. Additionally, the
Company has residual investments in an alternative dispute
resolution platform, collecting on an annuity-like financing, and the collection
of a judgment that it intends to continue to pursue.
In 2023, the Company initially signaled a substantial return to its energy roots,
starting with a tracking investment in New York Stock
Exchange energy companies in the oil and gas, coal, and uranium industries.
On
July 15, 2022, the Company and NeuCourt entered
into an Exchange Agreement whereby the Company’s outstanding convertible promissory
notes and accrued interest, in an aggregate
net amount of $83,756, was exchanged for a Simple Agreement for Future Equity (“SAFE”)
in equal face value. On January 20,
2023, the Company and NeuCourt entered into a SAFE Purchase Agreement, increasing the Company’s
aggregate SAFE Purchase Amount to
$93,756. At MarchJune 31,30, 2026 and December 31, 2025, the SAFE Purchase Amount was $93,756.
On
December 21, 2018, the Company purchased 500,000
shares of NeuCourt Common Stock, which is approximately 6.13% of the issued and outstanding
NeuCourt shares at MarchJune 31,30, 2026.
Mentor
Partner I, LLC (“Partner I”) was
reorganized under the laws of the State of Texas in February 2021. Partner I originally
held the contractual rights to lease payments
from G Farma and now the related settlement and $2,539,591 judgment receivable plus interest
receivable of $691,605$754,921 at MarchJune 31,30, 2026
in favor of the Company and Partner I. Partner I is a wholly-owned subsidiary of the Company
that could facilitate future mergers and
acquisitions.
The
Company maintains a diverse and opportunistic
acquisition focus. It sold its former legacy investment in the former facilities operations
segment and continues looking to expand into
the classic energy markets of oil, gas, coal, uranium, and related businesses. The Company
signaled a substantial return to its energy
roots, starting with a tracking investment in six New York Stock Exchange energy companies
in the oil and gas, coal, uranium, and pipeline
markets. In March 2025, the Company acquired three fractional, non-operating royalty
interests in oil and gas properties covering approximately
one-hundred twenty-one (121) wells in the Spraberry Field of the Permian Basin
in West Texas, through related public auctions for total
consideration of $1,369,899. The royalty interests entitle the Company to receive
a proportional share of revenues generated from the
production of hydrocarbons from the underlying property, without incurring any operating
or production costs. The Company also maintains
a gold investment and short-term treasury exchange-traded funds for the purpose of facilitating
investment into the Company to support
potential future energy acquisitions and to collect low-risk interest to offset inflation, respectively. The Company is expanding its involvement in the trading of commodities.
The
Company’s future success is dependent upon
its ability to make a return on its acquisitions and investments to generate positive
cash flow and to obtain sufficient capital from
non-portfolio-related sources. The Company currently has enough cash to effectuate its
business plans for the next fourthree years. Management
believes they can raise additional funds to support their business plan and develop
a successful operating company.
Three
Months Ended June 30, 2026, compared to Three Months Ended MarchJune 31, 2026, compared to
Three Months Ended March 31,30, 2025
Accrued revenue for the three months ended June 30, 2026 was $65,595 compared to $75,000 for the three months ended June 30, 2025 (“the prior year period”).
On March 1, 2025, only nine (9) of the one hundred
twenty-one (121) wells associated with royalty interests that the Company acquired in March 2025 were effective for revenue recognition
during the last 30 days of the first quarter of 2025. Royalty revenue for the remaining one hundred twelve (112) wells then commenced
on April 1, 2025. Accrued revenue for the three months ended March 31, 2026 was $23,600 compared to $2,000 for the three months ended
March 31, 2025 (“the prior year period”).
Gross
profit for the three months ended MarchJune 31,
30, 2026 was $42,767$65,595 compared to $2,000$75,000 for the prior year period. The Company’s cost of
goods sold for the three months ended March
31,June 30, 2026 were $0 and $0 for the prior year period.
Our
selling, general and administrative expenses,
including severance and ad valorem taxes,expenses for the three months ended MarchJune 31,30, 2026 waswere $303,149$197,439 compared to $195,975$201,733 for the prior
year period, ana increasedecrease of $107,174.($7,558) or (3.75%). We experienced a $45,112 increase in officer salary and benefits, a $33,739 increase in accumulated
amortization expense, a $9,487 increase in employee salary and benefits, a $8,750$4,375 increase in board of directors fees, a $4,750$3,264 increase
in annual ad valorem severance
taxes, a $3,304$1,371 increase in depreciation expense, a $429 increase in professional fees, a $2,085 increase in severance taxes, a $763 increase in depreciation
expense, a $102 increase in insurance expense, a $39 increase
in employee salary and benefits, and a $57$33 increase in advertising expense, offset by a ($895$11,741) decrease in administrativeofficer fees,salary and benefits,
andaa ($80$1,126) decrease in travel related expensesexpenses, and a ($1,040) decrease in administrative fees, resulting in ana increasedecrease in other selling,
general and administrative expenses of 54.69%,
(3.75%), for the three months ended MarchJune 31,30, 2026 as compared to the prior year period.
Other
income (expense), net, totaled $91,692($70,486) for
the three months ended MarchJune 31,30, 2026, compared to ($13,340$106,969) for the prior year period,
a an increasedecrease of $105,033$36,483 or (787.35%34.11%). The increase
decrease is due to a $104,944 increase in unrealized gain on investment in securities, a $20,414 increase in other income from a class action
settlement payment in re: Electronic Servitor Publication Network Inc. v. BF Borgers and a $9,193$49,886 increase in gain on the sale of investment in gold, a $116 increase
investments,in gain on the sale of investment in futures, and a $61 increase in interest income, offset by a decrease in ($29,519$120,549) decrease in interestunrealized incomegain
(loss) on investment in securities for the three months ended MarchJune 31,30, 2026.
The
net result for the three months ended MarchJune 31,
30, 2026 was a net loss attributable to Mentor of ($173,124$202,330) or ($0.008) per Mentor common
share compared to a net loss attributable to Mentor
in the prior year period of ($211,758$233,702) or ($0.010$0.011) per Mentor common share. The Company
will continue to look for acquisition opportunities
to expand its portfolio in companies that are positive for operating revenue or have
the potential to become positive for operating revenue.
Six Months Ended June 30, 2026, compared to Six Months Ended June 30, 2025
Revenues
Accrued revenue for the six months ended June 30, 2026 was $108,363 compared to $77,000 for the six months ended June 30, 2025 (“the prior year period”).
Gross profit
Gross profit for the six months ended June 30, 2026 was $108,363 compared to $77,000 for the prior year period. The Company’s cost of goods sold for the six months ended June 30, 2026 were $0 and $0 for the prior year period.
Selling, general and administrative expenses
Our selling, general and administrative expenses for the six months ended June 30, 2026 were $500,588 compared to $397,708 for the prior year period, an increase of $102,879 or 25.87%. We experienced a $33,739 increase in amortization of oil and gas royalty interests, a $33,371 increase in officer salary and benefits, a $13,125 increase in board of directors fees, a $9,526 increase in employee salary and benefits, a $5,348 increase in severance taxes, a $4,750 increase in annual ad valorem taxes, a $3,733 increase in professional fees, a $2,134 increase in depreciation expense, a $204 increase in insurance expense, and a $91 increase in advertising expense, offset by a ($1,935) decrease in administrative expenses, and a ($1,206) decrease in travel related expenses, resulting in an increase in other selling, general and administrative expenses of 25.87%, for the six months ended June 30, 2026, as compared to the prior year period.
Other income and expense
Other income and expense, net, totaled $21,205 for the six months ended June 30, 2026 compared to ($120,309) for the prior year period, an increase of $141,514 or (117.63%). The increase is due to a $49,886 increase in gain on the sale of investment in gold, a $18,740 increase in gain on sale of investment in securities, a $20,413 increase in other income from a class action settlement payment in re: Electronic Servitor Publication Network Inc. v. BF Borgers, a $193 increase in interest income, and a $116 increase in gain on the sale of investment in futures offset by a ($68,143) decrease in unrealized gain (loss) on investment in securities for the six months ended June 30, 2026.
Net results
The net result for the six months ended June 30, 2026 was a net loss of ($375,454) or ($0.016) per Mentor common share compared to a net loss in the prior year period of ($445,460) or ($0.021) per Mentor common share. The Company will continue to look for acquisition opportunities to expand its portfolio in companies that are positive for operating revenue or have the potential to become positive for operating revenue.
Since
our reorganization, we have raised capital through
warrant holder exercise of warrants to purchase shares of Common Stock. As of March 31,June
30, 2026, we had cash and cash equivalents of $60,834
$47,693 and working capital of $1,322,644.$1,113,162.
Operating
cash outflows in the threesix months
ended MarchJune 31,30, 2026 was ($130,038$287,512), including ($173,124$375,454) of net loss, plusaccounts apayable of $69,589, non-cash
accumulated amortization of royalty interests of $68,495, realized and unrealized loss on investment in
securities at fair value of ($71,146), prepaid expenses and other assets of ($11,921), and accrued expenses of ($1,734), offset by$49,404,
an increase in accounts payable of $69,589, non-cash accumulated amortization of royalty interests of $34,247, accrued salary,
retirement and benefits to related party of $20,803,$22,838, royaltyaccounts income receivablepayable of $2,400,$5,885, andaccrued expenses of $3,327, plus non-cash
depreciation and amortization
of $848.$2,303 offset by an increase in realized gain on sale of investment of gold of ($49,886), royalty income
receivable of ($8,582), prepaid expenses and other current assets of ($5,726), plus realized gain on sale of investment in futures of
($116).
Cash
outflows from investing activities in the three
six months ended MarchJune 31,30, 2026, were $141,679,$286,012, which consisted of $148,329 proceeds from investment
in gold sold, $141,679 proceeds from investment in securities sold.sold, plus $116 proceeds from investment in futures sold, offset by purchases
of property and equipment of ($4,112).
Net
cash outflows from financing activities for the
three six months ended MarchJune 31,30, 2026 were $0.
We
will seek to raise additional funds through financing,
additional collaborative relationships, or other arrangements to increase
revenues to support positive cash flow. We believe our existing
available resources and opportunities are sufficient to satisfy our
funding requirements for fourthree years. Internal sources of liquidity
include our ability to immediately convert to cash some or all
of our investment in securities valued at $808,675$688,125 at MarchJune 31,30, 2026, and
our ability to immediately convert to cash our investment
in gold held at cost at a carrying value of $516,346$417,903 andwith an estimated at fair value
based on quoted market prices atof $763,714$506,686 as of
June March 31,30, 2026. External liquidity sources include royalty revenue from our oil and gas
royalty interests in the Permian Basin valued
at $1,198,153 at $1,232,401June at March 31,30, 2026. Material unused sources of liquid assets are the potential
sale of our oil and gas royalty interests
held in the Permian Basin.
In
addition, on February 9, 2015, in accordance with
Section 1145 of the United States Bankruptcy Code and the Company’s court-approved
Plan of Reorganization, the Company announced
a minimum 30-day partial redemption of up to 1% of the already outstanding Series D warrants
to provide for the court specifiedcourt-specified redemption
mechanism for warrants not exercised timely by the original holder or their estates. Company
designees that applied during the 30 days
paid 10 cents per warrant to redeem the warrant and then exercised the Series D warrant to
purchase a share at the court-specified formula
of not more than one-half of the closing bid price on the day preceding the 30-day exercise
period. The periodic partial redemptions may
continue to be recalculated and repeated until such unexercised warrants are exhausted or
the partial redemption is otherwise temporarily
paused, suspended, or truncated by the Company.
For
the threesix months ended MarchJune 31,30, 2026, there were
no redemptions of Series D Warrants. There were no redemptions of Series D Warrants in
2025. We believe that if warrants are redeemed
and exercised, partial warrant redemptions will provide additional monthly cash for monthly
operations.
MNTR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 2 trade dates, 2,000 shares, about $109) and open-market sales in 0 filings. Net open-market shares: 2,000 (purchases minus sales); net value about $109.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-04-14 | Billingsley Chester |
Open-market purchase | 1,125 | $0.05 | $56 |
| 2026-04-13 | Billingsley Chester |
Open-market purchase | 875 | $0.06 | $52 |
Well-known investors holding MNTR (13F)
None of the 59 investors we track reported a position in their latest 13F.