Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jun. 29, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-140645 | ||
Entity Registrant Name | COMMUNITY REDEVELOPMENT INC. | ||
Entity Central Index Key | 0001084551 | ||
Entity Tax Identification Number | 85-2629422 | ||
Entity Incorporation, State or Country Code | OK | ||
Entity Address, Address Line One | 1910 Towne Centre Blvd #250 | ||
Entity Address, City or Town | Annapolis | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 21401 | ||
City Area Code | (866) | ||
Local Phone Number | 692-6847 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | $ 2,172,436 | ||
Entity Common Stock, Shares Outstanding | 75,760,321 | ||
Auditor Firm ID | 6662 | ||
Auditor Name | M. S. Madhava Rao | ||
Auditor Location | Bangalore, India |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 101,728 | $ 1,084,486 |
Restricted Cash | 160,504 | 0 |
Other Current Assets | 73,509 | 0 |
Total current assets | 335,742 | 1,084,486 |
Investments in Real Estate Membership Interests | 7,248,577 | 18,471,239 |
Total assets | 7,584,318 | 19,555,725 |
Current liabilities | ||
Accounts payable | 85,848 | 74,098 |
Credit card payable | 3,831 | 0 |
Accrued expenses | 68,602 | 5,000 |
Interest Payable | 60,496 | 30,092 |
Notes Payable | 180,000 | 0 |
Convertible Notes Payable, net of discount | 555,556 | 102,412 |
Derivatives on Convertible Note | 747,070 | 942,458 |
Short Term Loan | 928,965 | 1,000,000 |
Mortgages on property, current | 2,552,209 | 0 |
Total current liabilities | 5,182,577 | 2,154,060 |
Long Term Liabilities | ||
Mortgage on property | 2,767,873 | 0 |
Total Long term liabilities | 2,767,873 | 0 |
Total liabilities | 7,950,450 | 2,154,060 |
Stockholders' Equity | ||
Preferred stock: $0.001 par value, 5,000,000 shares authorized, 0 shares and 1,000,000 shares issued and outstanding at December 31, 2022 and December 31, 2021 respectively. | 0 | 1,000 |
Common stock: $0.001 par value; 500,000,000 shares authorized and 73,390,321 shares and 44,077,038 shares issued and outstanding at December 31, 2022 and December 31, 2021 respectively. | 73,390 | 44,077 |
Additional paid in capital | 59,648,395 | 66,633,268 |
Shares Committed to be issued | 10,000 | 0 |
Accumulated deficit | (60,097,918) | (49,276,680) |
Total shareholders' equity (Deficit) | (366,132) | 17,401,665 |
Total liabilities and Stockholders' Equity (Deficit) | $ 7,584,318 | $ 19,555,725 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 1,000,000 |
Preferred Stock, Shares Outstanding | 0 | 1,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 73,390,321 | 44,077,038 |
Common Stock, Shares, Outstanding | 73,390,321 | 44,077,038 |
Income Statement
Income Statement - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 93,750 | $ 0 |
Cost of Services | (87,508) | 0 |
Gross Profit | 6,242 | 0 |
Operating expenses: | ||
General and Administrative | 2,281,261 | 9,899,333 |
Total Operating Expenses | 2,281,261 | 9,899,333 |
Loss from Operations | (2,275,019) | (9,899,333) |
Other income (expense): | ||
Interest expense | (583,921) | (1,277,080) |
Other income | 1,053 | 0 |
Change in the fair value of derivative | 195,388 | 582,549 |
Total other income (Expense) | (387,479) | (694,531) |
Loss from Continuing Operations | (2,662,498) | (10,593,864) |
Loss from Discontinued Operations | (8,158,739) | 0 |
Net Loss | (10,821,237) | (10,593,864) |
Other comprehensive income: | ||
Unrealized gain (loss) on investments | 0 | (37,778,761) |
Total loss | $ (10,821,237) | $ (48,372,625) |
Income Statement (Parenthetical
Income Statement (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ (0.22) | $ (1.87) |
Earnings Per Share, Diluted | $ (0.22) | $ (1.87) |
Weighted Average Number of Shares Outstanding, Basic | 49,368,370 | 25,935,749 |
Weighted Average Number of Shares Outstanding, Diluted | 49,368,370 | 25,935,749 |
Consolidated Statement of Stock
Consolidated Statement of Stockholder's Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Shares Committed [Member] | Shares To Be Cancelled [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 0 | $ 1,250 | $ 1,000 | $ 0 | $ 123,798 | $ (904,056) | $ 0 | $ (778,008) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 0 | 1,250,488 | 1,000,000 | |||||
Shares issued for services | $ 23,827 | $ (1,000) | 9,534,290 | 9,557,117 | ||||
Stock Issued During Period, Shares, Issued for Services | 23,827,039 | (1,000,000) | ||||||
Issuance of Common Stock for Debt | $ 1,250 | 743,930 | 745,180 | |||||
Shares issued for conversion of Loan | 1,249,511 | |||||||
Issuance of Common Stock - Under the Merger Agreement | $ 17,750 | 53,232,250 | 53,250,000 | |||||
Issuance Of Common Stock Under Merger Agreement Shares | 17,750,000 | |||||||
Issuance of Preferred Stock - Under the Merger Agreement | $ 1,000 | 2,999,000 | 3,000,000 | |||||
Issuance Of Preferred Stock Under Merger Agreement Shares | 1,000,000 | |||||||
Net Loss | (48,372,625) | (48,372,625) | ||||||
Ending balance, value at Dec. 31, 2021 | $ 1,000 | $ 44,077 | $ 0 | 0 | 66,633,268 | (49,276,680) | 0 | 17,401,665 |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 1,000,000 | 44,077,038 | 0 | |||||
Shares issued for services | $ 11,314 | 1,211,911 | 1,223,225 | |||||
Stock Issued During Period, Shares, Issued for Services | 11,314,262 | |||||||
Shares Cancelled | $ (1,000) | $ (17,750) | $ (10,293,750) | $ (10,312,500) | ||||
Shares issued for conversion of Loan | 1,421 | 71,594 | 73,015 | |||||
Net Loss | $ (10,821,237) | $ (10,821,237) | ||||||
Stock Issued During Period SharesConversion O fConvertible Securities Shares | 1,420,700 | |||||||
Shares issued for membership interest in real estate | $ 34,328 | 2,025,372 | 2,059,701 | |||||
Shares Issued For Membership Interest In Real Estate Shares | $ 34,328,321 | |||||||
Stock Redeemed or Called During Period, Shares | (1,000,000) | (17,750,000) | ||||||
Shares Committed to issue | 10,000 | 10,000 | ||||||
Ending balance, value at Dec. 31, 2022 | $ 0 | $ 73,390 | $ 10,000 | $ 0 | $ 59,648,395 | $ (60,097,917) | $ 0 | $ (366,132) |
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 0 | 73,390,321 | 250,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flow from Operating Activities | ||
Net loss | $ (10,821,237) | $ (48,372,625) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss from discontinued Operations | 8,158,739 | 0 |
Shares Issued for services | 1,223,225 | 9,557,117 |
Shares Issued for conversion of Loan | 73,015 | 0 |
Shares issued for membership interest in real estate | 2,059,701 | 37,778,761 |
Gain (Loss) on derivative liabilities | 257,756 | 544,870 |
Change In: | ||
Increase in Prepaid Expenses | (14,008) | 0 |
Increase in Accounts payable | 15,581 | 74,098 |
Increase in Interest payable | 30,403 | 30,093 |
Increase in Note payable | 180,000 | |
Increase in Accrued expenses | 63,602 | 1,695 |
Net cash provided (used) in operating activities | 1,226,775 | (385,991) |
Cash flow from Investing Activities | ||
Increase in short Term Investments | (220,004) | 0 |
Increase in long Term Investments | (7,248,577) | 0 |
Net cash used in investing activities | (7,468,581) | 0 |
Cash flow from Financing Activities | ||
Increase/(Decrease) in Shareholder's loan | 0 | (38,041) |
Proceeds from shares committed | 10,000 | 0 |
Proceeds from Loan | 5,320,082 | 500,000 |
Decrease/Increase in short-term loan | (71,035) | 1,000,000 |
Net cash provided in financing activities | 5,259,047 | 1,461,959 |
Net increase (decrease) in cash and cash equivalents | (982,757) | 1,075,968 |
Cash and Cash Equivalents at beginning of period | 1,084,486 | 8,518 |
Cash and Cash Equivalents at end of period | 101,728 | 1,084,486 |
Supplemental disclosure of cash and non-cash financing activities | ||
Share cancelled in the reversal of Investments in Real Estate Membership Interest in exchange of Stock | 10,312,500 | 0 |
Share issued towards Investments in Real Estate Membership Interest in exchange of Stock | 2,059,701 | 0 |
Shares issued for Services | 1,223,225 | 0 |
Shares issued to settle notes payable | 73,015 | 745,180 |
Cash paid for interest | $ 127,638 | $ 70,556 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1– Nature of Business Organization Community Redevelopment, Inc. was formed on August 16, 2010 as Crosswind Renewable Energy Corp. an Oklahoma corporation and was formally renamed on June 24 th Emerging Growth Company The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of stockholders on executive compensation and any golden parachute payments not previously approved. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1.07 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of any fiscal year following the anniversary of the initial reporting. To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2- Going Concern The accompanying audited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated loss of $ 60,097,918 The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan. No assurance can be given that the Company will be successful in these efforts. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3- Significant Accounting Policies Basis of Presentation The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for annual financial statement presentation and in accordance with Form 10-K. Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates. The COVID-19 pandemic has caused uncertainty and disruption in the global economy and financial markets. As a result, management’s estimates and assumptions may be subject to a higher degree of variability and volatility that may result in material differences from the current period. Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. Concentrations of Credit Risk and Off-Balance Sheet Arrangements Cash is a financial instrument that potentially subjects the Company to concentrations of credit risk. For all periods presented, substantially all of the Company’s cash was deposited in an account at a single financial institution that management believes is creditworthy. The Company is exposed to credit risk in the event of default by these financial institutions for amounts in excess of the Federal Deposit Insurance Corporation insured limits. The Company maintains its cash at a high-quality financial institution and has not incurred any losses to date. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Fair Value of Financial Instruments The carrying value of cash, accounts receivable, other receivable, note receivable, other current assets, accounts payable, and accrued expenses, if applicable, approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value. The Company utilizes the methods of fair value (“FV”) measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, FV is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in FV measurements, ASC 820 establishes a FV hierarchy that prioritizes observable and unobservable inputs used to measure FV into three broad levels, which are described below: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our prepaid accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments. Investments A non-controlling, unconsolidated ownership interest in an entity may be accounted for using one of: (i) equity method where applicable; (ii) fair value option if elected; (iii) fair value through earnings if fair value is readily determinable, including election of net asset value (“NAV”) practical expedient where applicable; or (iv) for equity investments without readily determinable fair values, the measurement alternative to measuring at cost adjusted for any impairment and observable price changes, as applicable. Changes in fair value of equity method investments are recorded in realized and unrealized gains (losses) in the condensed combined and consolidated statements of operations. Derivative liabilities The Company identified the conversion feature of convertible notes payable as derivatives. We estimate the fair value of the derivatives using multinomial lattice models that value the derivative liabilities based on a probability-weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. Fair value of financial instruments Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company's consolidated financial statements as reflected herein. The carrying amounts of cash, prepaid expense and other current assets, accounts payable, accrued expenses and notes payable reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows: Schedule of derivative liabilities December 31, 2022 Total Level 1 Level 2 Level 3 Derivative liabilities $ 747,070 $ – $ – $ 747,070 December 31, 2021 Total Level 1 Level 2 Level 3 Derivative liabilities $ 942,458 $ – $ – 942,458 Non-controlling Interests Non-controlling interests represent the share of consolidated entities owned by third parties. Community Redevelopment recognizes each non-controlling ownership at the estimated fair value of the net assets at the date of formation or acquisition. Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material-related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Revenue Recognition In May 2014 the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and the title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. Basic Income (Loss) Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. Schedule of earnings per share December 31, 2022 December 31, 2021 Numerator: Net loss $ (10,821,237 ) $ (48,372,625 ) Denominator: Weighted average common shares outstanding—basic 49,368,370 25,935,749 Dilutive common stock equivalents Weighted average common shares outstanding—diluted 49,368,370 25,935,749 Net loss per share: Basic $ (0.22 ) $ (1.87 ) Diluted $ (0.22 ) $ (1.87 ) Realized and Unrealized Gains (Losses) Realized gains (losses) occur when the Company redeems all or a portion of its investment or when the Company receives cash income, such as dividends or distributions. Unrealized appreciation (depreciation) results from changes in the fair value of the underlying investment as well as from the reversal of previously recognized unrealized appreciation (depreciation) at the time an investment is realized. Realized and unrealized gains (losses) are presented together as realized and unrealized gains (losses) in the condensed combined and consolidated statements of operations. Income Taxes The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold is recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold is derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense. Comprehensive Income Other comprehensive income consists of net income and other appreciation (depreciation) affecting the Company that, under GAAP, are excluded from net income. New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. We did not expect the adoption of this guidance have a material impact on its consolidated financial statements. |
Authorized Shares
Authorized Shares | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Authorized Shares | Note 4 – Authorized Shares The Company is authorized to issue up to 500,000,000 0.001 Additionally, The Company has 5,000,000 As part of the corporate restructuring in specific preparation for this merger, on September 15th, 2021, the Company Reduced its Authorized shares from 3 billion to five hundred million and created the above-referenced Preferred Class with 1:1 conversion and 30:1 voting rights. During the Twelve months ending December 31, 2022, 73,390,321 |
Investments in Real Estate Join
Investments in Real Estate Joint Ventures | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Real Estate Joint Ventures | Note 5 - Investments in Real Estate Joint Ventures On September 20th, 2021, the Company entered into a Merger Agreement with Red Hills Capital Advisors, LLC, by which the Community Redevelopment Inc (the Company) acquired a portfolio of membership interests in development of six commercial retail, multifamily and mixed-use properties, in the Washington, DC Metro area. The Equity interest of RedHills Capital Advisors, in these properties amounted to $ 18,471,239 On June 28th, 2022, as part of restructuring plan in an effort to reorient the company assets, the Company came to the conclusion that the Company’s expectations regarding infusion of available financing had not materialized, to the harm of Community Redevelopment Inc., and that further attempted continuation of said Agreement was of no value and in fact detrimental to the overall financial condition of the Company. As such, management made the decision to Rescind the September 21 st As such, by the Rescission Agreement removing Red Hills as part of the Company, the above-listed assets were removed from the company as part of this first phase of restructuring during this third Quarter of 2022. As it was a Rescission, all 18.5 million shares issued to Red Hills as consideration for these removed assets are to be returned to the Treasury of the Company, placing each side exactly as they were just prior to said Agreement. On September 30th, 2022, the Company, through one of its subsidiaries, acquired 100% interest in “1000 18th St, NE 2020, LLC.” The purchase price for this acquisition was $ 379,691 6,328,181 On September 30th, 2022, the Company, through one of its subsidiaries, acquired 100% interest in “1320 8 th th 583,128 9,718,808 We have recorded the 2022 acquisitions as follows: Schedule of acquisitions December 31, 2022 Restricted Cash $ 160,503 Prepaids 6,000 Land 4,514,000 Building 1,611,000 Deferred financing costs, net 278,168 Total acquisition cost 6,569,671 Accrued expenses (8,602 ) Outstanding balance on assumed mortgages (5,598,250 ) Total carrying amounts recorded $ 962,819 The company continues to review and may adjust the purchase price allocations during the one-year window. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 - Notes Payable On April 8 th 555,556 On March 24 th Convertible notes payable, consist of the following at December 31, 2022: Schedule of Convertible Debt 2022 2021 Note payable to an unrelated party, matured April 08, 2022 10 $ 277,778 $ 277,778 Note payable to an unrelated party, matured September 20, 2022 10 277,778 277,778 Less discount – (451,144 ) Total $ 555,556 $ 102,412 |
Short Term Loan
Short Term Loan | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Short Term Loan | Note 7: Short Term Loan On November 30 th 1,000,000 1,500,000 Per the terms of the Agreements with NextBank International, Inc, the Company may borrow up to $ 1,000,000 The Private Note has a 7.5% fixed rate that matures on November 30, 2022. As of September 30, 2022, the company has withdrawn the full amount net of the loan less the loan fees. On September 30 th 1,420,700 71,035 th |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 8: Derivative Financial Instruments The Company is exposed to certain risks arising from both business operations and economic conditions, including interest rate risk. To mitigate the impact of interest rate, the Company enters into derivative financial instruments. The Company maintains the majority of its overall interest rate exposure on floating rate borrowings to a fixed-rate basis. Derivative Instruments The fair value of interest rate swaps is included within Other non-current liabilities in the Consolidated Balance Sheets. The Company does not net derivatives in the Consolidated Balance Sheets. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 9 – Commitments & Contingencies On April 8 th may borrow up to $ 555,556 ; of which $555,556 was tendered, which is open with right of redemption for one year. Prior to the maturity date of the Note, the Company at its option, has the right to redeem in cash in part or in whole, the amounts outstanding. Should the Fund wish to convert this debt into equity, the conversion price shall be sixty-five percent of the lowest Intraday price during the previous 21 days. Pursuant to the Agreements, the Company has earmarked the net proceeds for immediate cash infusion for normative working capital purposes and capital expenditures. Leonite Capital. has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time. The foregoing is a summary description of certain terms of the Agreements. For a full description of all terms, please refer to the 8k filed with the SEC and accompanying exhibits thereto. As of September 13 th th We will require additional financing to implement our business plan, which may include joint venture projects and debt or equity financings. The nature of this enterprise and constraint of positive cash flow places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable profits and losses can be demonstrated. Therefore, any debt financing of our activities may be costly and result in substantial dilution to our stockholders. Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition. Our ability to obtain needed financing may be impaired by such factors as the capital markets, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations. There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not have any arrangements in place for any future financing. If we are unable to secure additional funding, we may cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations. The Company’s guarantees primarily relate to requirements under certain financial obligations and some contracts and have arisen through the normal course of business. These guarantees, with certain financial institutions, have both open and closed-ended terms; with remaining closed-ended terms up to 1.0 years and maximum potential future payments of approximately $1 million in the aggregate. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party | Note 10 - Related Party Mr. Garfield Antonio is the owner of Red Hills Capital Advisors LLC, a party to the September 20 th th The company’s short-term loan with NextBank International of $ 1,000,000 Mr. Richard Balles Director of the company is also holding a position as the Vice President in NextBank International. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events On January 3 rd st st On January 31 st On February 13 th th On May 20 th The Company has evaluated subsequent events through June 30, 2023, the date on which these financial statements were issued. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for annual financial statement presentation and in accordance with Form 10-K. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates. The COVID-19 pandemic has caused uncertainty and disruption in the global economy and financial markets. As a result, management’s estimates and assumptions may be subject to a higher degree of variability and volatility that may result in material differences from the current period. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. |
Concentrations of Credit Risk and Off-Balance Sheet Arrangements | Concentrations of Credit Risk and Off-Balance Sheet Arrangements Cash is a financial instrument that potentially subjects the Company to concentrations of credit risk. For all periods presented, substantially all of the Company’s cash was deposited in an account at a single financial institution that management believes is creditworthy. The Company is exposed to credit risk in the event of default by these financial institutions for amounts in excess of the Federal Deposit Insurance Corporation insured limits. The Company maintains its cash at a high-quality financial institution and has not incurred any losses to date. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts receivable, other receivable, note receivable, other current assets, accounts payable, and accrued expenses, if applicable, approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value. The Company utilizes the methods of fair value (“FV”) measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, FV is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in FV measurements, ASC 820 establishes a FV hierarchy that prioritizes observable and unobservable inputs used to measure FV into three broad levels, which are described below: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our prepaid accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments. |
Investments | Investments A non-controlling, unconsolidated ownership interest in an entity may be accounted for using one of: (i) equity method where applicable; (ii) fair value option if elected; (iii) fair value through earnings if fair value is readily determinable, including election of net asset value (“NAV”) practical expedient where applicable; or (iv) for equity investments without readily determinable fair values, the measurement alternative to measuring at cost adjusted for any impairment and observable price changes, as applicable. Changes in fair value of equity method investments are recorded in realized and unrealized gains (losses) in the condensed combined and consolidated statements of operations. |
Derivative liabilities | Derivative liabilities The Company identified the conversion feature of convertible notes payable as derivatives. We estimate the fair value of the derivatives using multinomial lattice models that value the derivative liabilities based on a probability-weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. |
Fair value of financial instruments | Fair value of financial instruments Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company's consolidated financial statements as reflected herein. The carrying amounts of cash, prepaid expense and other current assets, accounts payable, accrued expenses and notes payable reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows: Schedule of derivative liabilities December 31, 2022 Total Level 1 Level 2 Level 3 Derivative liabilities $ 747,070 $ – $ – $ 747,070 December 31, 2021 Total Level 1 Level 2 Level 3 Derivative liabilities $ 942,458 $ – $ – 942,458 Non-controlling Interests Non-controlling interests represent the share of consolidated entities owned by third parties. Community Redevelopment recognizes each non-controlling ownership at the estimated fair value of the net assets at the date of formation or acquisition. Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material-related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Revenue Recognition In May 2014 the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and the title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. Basic Income (Loss) Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. Schedule of earnings per share December 31, 2022 December 31, 2021 Numerator: Net loss $ (10,821,237 ) $ (48,372,625 ) Denominator: Weighted average common shares outstanding—basic 49,368,370 25,935,749 Dilutive common stock equivalents Weighted average common shares outstanding—diluted 49,368,370 25,935,749 Net loss per share: Basic $ (0.22 ) $ (1.87 ) Diluted $ (0.22 ) $ (1.87 ) |
Non-controlling Interests | Non-controlling Interests Non-controlling interests represent the share of consolidated entities owned by third parties. Community Redevelopment recognizes each non-controlling ownership at the estimated fair value of the net assets at the date of formation or acquisition. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material-related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Revenue Recognition | Revenue Recognition In May 2014 the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and the title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. |
Realized and Unrealized Gains (Losses) | Realized and Unrealized Gains (Losses) Realized gains (losses) occur when the Company redeems all or a portion of its investment or when the Company receives cash income, such as dividends or distributions. Unrealized appreciation (depreciation) results from changes in the fair value of the underlying investment as well as from the reversal of previously recognized unrealized appreciation (depreciation) at the time an investment is realized. Realized and unrealized gains (losses) are presented together as realized and unrealized gains (losses) in the condensed combined and consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold is recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold is derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense. |
Comprehensive Income | Comprehensive Income Other comprehensive income consists of net income and other appreciation (depreciation) affecting the Company that, under GAAP, are excluded from net income. |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. We did not expect the adoption of this guidance have a material impact on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of derivative liabilities | Schedule of derivative liabilities December 31, 2022 Total Level 1 Level 2 Level 3 Derivative liabilities $ 747,070 $ – $ – $ 747,070 December 31, 2021 Total Level 1 Level 2 Level 3 Derivative liabilities $ 942,458 $ – $ – 942,458 |
Schedule of earnings per share | Schedule of earnings per share December 31, 2022 December 31, 2021 Numerator: Net loss $ (10,821,237 ) $ (48,372,625 ) Denominator: Weighted average common shares outstanding—basic 49,368,370 25,935,749 Dilutive common stock equivalents Weighted average common shares outstanding—diluted 49,368,370 25,935,749 Net loss per share: Basic $ (0.22 ) $ (1.87 ) Diluted $ (0.22 ) $ (1.87 ) |
Investments in Real Estate Jo_2
Investments in Real Estate Joint Ventures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of acquisitions | Schedule of acquisitions December 31, 2022 Restricted Cash $ 160,503 Prepaids 6,000 Land 4,514,000 Building 1,611,000 Deferred financing costs, net 278,168 Total acquisition cost 6,569,671 Accrued expenses (8,602 ) Outstanding balance on assumed mortgages (5,598,250 ) Total carrying amounts recorded $ 962,819 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | Schedule of Convertible Debt 2022 2021 Note payable to an unrelated party, matured April 08, 2022 10 $ 277,778 $ 277,778 Note payable to an unrelated party, matured September 20, 2022 10 277,778 277,778 Less discount – (451,144 ) Total $ 555,556 $ 102,412 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 60,097,918 | $ 49,276,680 |
Significant Accounting Polici_4
Significant Accounting Policies (Details - Derivative Liabilities) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 747,070 | $ 942,458 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 747,070 | 942,458 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 747,070 | $ 942,458 |
Significant Accounting Polici_5
Significant Accounting Policies (Details - Earnings Per Share) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (10,821,237) | $ (48,372,625) |
Denominator: | ||
Weighted average common shares outstanding—basic | 49,368,370 | 25,935,749 |
Weighted average common shares outstanding—diluted | 49,368,370 | 25,935,749 |
Net loss per share: | ||
Basic | $ (0.22) | $ (1.87) |
Diluted | $ (0.22) | $ (1.87) |
Authorized Shares (Details Narr
Authorized Shares (Details Narrative) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Shares, Outstanding | 73,390,321 | 44,077,038 |
Investments in Real Estate (Det
Investments in Real Estate (Details - Acquisitions) | Dec. 31, 2022 USD ($) |
Equity Method Investments and Joint Ventures [Abstract] | |
Restricted Cash | $ 160,503 |
Prepaids | 6,000 |
Land | 4,514,000 |
Building | 1,611,000 |
Deferred financing costs, net | 278,168 |
Total acquisition cost | 6,569,671 |
Accrued expenses | (8,602) |
Outstanding balance on assumed mortgages | (5,598,250) |
Total carrying amounts recorded | $ 962,819 |
Investments in Real Estate Jo_3
Investments in Real Estate Joint Ventures (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Investments | $ 18,471,239 | |
Redrock 2 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments to Acquire Businesses, Gross | $ 379,691 | |
Stock Issued During Period, Shares, Acquisitions | 6,328,181 | |
Redrock [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments to Acquire Businesses, Gross | $ 583,128 | |
Stock Issued During Period, Shares, Acquisitions | 9,718,808 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Notes payable | $ 555,556 | $ 102,412 |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Apr. 08, 2022 | |
Interest rate | 10% | |
Convertible Debt 1 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Sep. 20, 2022 | |
Interest rate | 10% | |
Notes payable | $ 277,778 | 277,778 |
Convertible Debt 2 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 277,778 | 277,778 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Less discount | $ 0 | $ (451,144) |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Apr. 08, 2021 USD ($) |
Leonite Capital [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Other notes payable | $ 555,556 |
Short Term Loan (Details Narrat
Short Term Loan (Details Narrative) - USD ($) | Oct. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 |
Line of Credit Facility [Line Items] | ||||
Short-Term Bank Loans and Notes Payable | $ 928,965 | $ 1,000,000 | $ 1,000,000 | |
Stock Held As Collateral | 1,500,000 | |||
Next Bank International [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit maximum borrowing amount | $ 1,000,000 | |||
Debt converted, shares issued | 1,420,700 | |||
Debt converted, amount converted | $ 71,035 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) | Apr. 08, 2021 USD ($) |
Leonite Capital [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Proceeds from Lines of Credit | $ 555,556 |
Related Party (Details Narrativ
Related Party (Details Narrative) | Dec. 31, 2022 USD ($) |
Mr Garfield [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Short term loan | $ 1,000,000 |