Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-226979 | |
Entity Registrant Name | Assisted 4 Living, Inc. | |
Entity Central Index Key | 0001719435 | |
Entity Tax Identification Number | 82-1884480 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 6801 Energy Court | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Sarasota | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34240 | |
City Area Code | (855) | |
Local Phone Number | 668-3331 | |
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 | 40,345,418 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 3,441,841 | $ 345,982 |
Accounts receivable, net allowance for doubtful accounts | 102,020 | 97,073 |
Prepaid expenses and other current assets | 408,397 | 207,592 |
Assets of discontinued operations | 45,777 | |
Total current assets | 3,998,035 | 650,647 |
Lease right of use asset | 3,917,812 | 3,977,988 |
Goodwill | 3,431,148 | 3,431,148 |
Leasehold improvements, net of accumulated amortization | 2,571,910 | 2,614,391 |
Property and equipment, net | 152,376 | 128,475 |
Total assets | 14,071,281 | 10,802,649 |
Current liabilities: | ||
Notes payable, net of discounts current | 393,899 | 2,385,010 |
Accrued interest, included related party | 95,079 | 48,601 |
Accounts payable and accrued expenses | 572,891 | 148,180 |
Loan payable – other | 66,851 | 63,907 |
Lease liability - current portion | 198,759 | 189,397 |
Liability to issue shares of common stock | 2,325,000 | |
Deferred revenue | 25,703 | 25,703 |
Liabilities of discontinued operations | 53,929 | |
Total current liabilities | 3,732,111 | 2,860,798 |
Lease liability - net of current portion | 3,821,666 | 3,864,321 |
Notes payable, net of discounts and current portion | 298,498 | 322,490 |
Total liabilities | 7,852,275 | 7,047,609 |
Stockholders’ equity: | ||
Common stock, par value $0.0001; 100,000,000 shares authorized, 35,395,418 and 4,165,418 issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 3,540 | 417 |
Additional paid-in capital | 10,500,222 | 7,460,348 |
Subscription receivable | (30) | |
Accumulated deficit | (4,284,756) | (3,705,695) |
Total stockholders’ equity | 6,219,006 | 3,755,040 |
Total liabilities and stockholders’ equity | $ 14,071,281 | $ 10,802,649 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 35,395,418 | 4,165,418 |
Common stock, shares outstanding | 35,395,418 | 4,165,418 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net revenue | $ 606,925 | $ 915 |
Cost of services provided | 232,460 | |
Gross profit | 374,465 | 915 |
Operating expenses | ||
Salaries and payroll expense | 293,114 | 245,712 |
General and administrative | 298,200 | 99,083 |
Lease expense | 141,675 | 24,061 |
Professional fees | 95,691 | 62,800 |
Marketing and advertising | 5,670 | 12,631 |
Depreciation and amortization expense | 50,583 | |
Total operating expenses | 884,933 | 444,287 |
Loss from operations | (510,468) | (443,372) |
Other expense | ||
Interest expense | (59,516) | (3) |
Total other expense | (59,516) | (3) |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES AND LOSS FROM DISCONTINUED OPERATIONS | (569,984) | (443,375) |
Income taxes | ||
LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS | (569,984) | (443,375) |
LOSS FROM DISCONTINUED OPERATIONS | (9,077) | |
Net loss | $ (579,061) | $ (443,375) |
Loss per share - basic and diluted - Continuing operations | $ (0.08) | $ (0.11) |
Loss per share - basic and diluted - Discontinued operations | $ 0 | |
Weighted average number of shares outstanding - basic and diluted | 7,288,419 | 4,008,443 |
Program Revenue [Member] | ||
Net revenue | $ 601,115 | |
Rental Revenue [Member] | ||
Net revenue | 5,625 | |
Product and Service, Other [Member] | ||
Net revenue | $ 185 | $ 915 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 401 | $ 6,618,364 | $ (170) | $ (2,407,760) | $ 4,210,835 |
Beginning balance, shares at Dec. 31, 2019 | 4,008,443 | ||||
Net loss for the period | (443,375) | (443,375) | |||
Ending balance, value at Mar. 31, 2020 | $ 401 | 6,618,364 | (170) | (2,851,135) | 3,767,460 |
Ending balance, shares at Mar. 31, 2020 | 4,008,443 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 417 | 7,460,348 | (30) | (3,705,695) | 3,755,040 |
Beginning balance, shares at Dec. 31, 2020 | 4,165,418 | ||||
Collection on subscription receivable | 30 | 30 | |||
Shares issued for Acquisition | $ 3,123 | 3,039,874 | 3,042,997 | ||
Shares issuable for Banyan Acquisition, shares | 31,230,000 | ||||
Net loss for the period | (579,061) | (579,061) | |||
Ending balance, value at Mar. 31, 2021 | $ 3,540 | $ 10,500,222 | $ (4,284,756) | $ 6,219,006 | |
Ending balance, shares at Mar. 31, 2021 | 35,395,418 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (579,061) | $ (443,375) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Net loss from discontinued operations | (9,077) | |
Non-cash operating lease expense | 26,883 | (4,070) |
Depreciation and amortization | 50,583 | |
(Increase) decrease in assets | ||
Prepaid expenses | (200,805) | 4,564 |
Accounts receivable | (4,947) | |
Increase (decrease) in liabilities | ||
Accounts payable | (13,420) | |
Accrued payroll and other expenses | 441,940 | 28,544 |
Accrued interest | 46,478 | |
Cash used in operating activities | (228,006) | (427,757) |
Cash flows from investing activities | ||
Cash from acquisition | 3,042,997 | |
Purchase of property and equipment | (32,003) | |
Cash provided by investing activities | 3,010,994 | |
Cash flows from financing activities | ||
Repayment of principal on notes payable to individuals and companies | (15,103) | |
Proceeds from the sale of common stock issued and issuable | 325,030 | 139 |
Proceeds from other notes payable | 2,944 | 11,746 |
Cash provided by financing activities | 312,871 | 11,885 |
Net increase (decrease) in cash | 3,095,859 | (415,872) |
Cash, beginning of year | 345,982 | 4,044,700 |
Cash, end of period | 3,441,841 | 3,628,828 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 13,037 | |
NON-CASH ITEMS | ||
Recognition of lease liability and right of use asset at inception | 1,897,995 | |
Conversion of notes payable and accrued interest for common stock | $ 2,000,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Assisted 4 Living, Inc. (“the Company,” “we”, “our” or “us”) was incorporated in the state of Nevada on May 24, 2017 and is based in Sarasota, Florida. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”), and the Company’s fiscal year end is December 31. As discussed in NOTE 4, on March 23, 2021, we entered into a Plan of Merger with our wholly-owned subsidiary, BPCC Acquisition, Inc., a Florida corporation (“Merger Sub”) and Banyan Pediatric Care Centers, Inc. (“Banyan”). Under the terms of the Plan of Merger, Merger Sub merged with and into Banyan with Banyan surviving the merger (the “Surviving Entity”) and becoming a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger, we succeeded to the business of Banyan. The Merger has been treated as a recapitalization and reverse acquisition of the Company for financial accounting purposes, and Banyan is considered the acquirer for financial reporting purposes. This means that the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Banyan before the Merger in this Quarterly Report and future filings with the SEC Through Banyan, we operate three pediatric extended care centers (“PPECs”) is southwest Florida. A PPEC is a nurse-staffed pediatric day care center for medically complex children age birth to 21 years. Our staff includes Registered Nurses (RNs), Licensed Practical Nurses (LPNs), Certified Nursing Assistants (CNAs) and Caregivers, who attend to the children’s medical conditions throughout the day in classroom, dining, play, and clinical settings. Banyan is fully licensed and accepts Florida Medicaid. We are headquartered at 6801 Energy Court, Suite 201 Sarasota, Florida 34240. The corporate website is www.assisted4living.com COVID-19 In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. We are closely monitoring developments and are taking steps to mitigate the potential risks related to the COVID-19 pandemic to the Company, its employees, as well as its residential and consulting clients. To date COVID-19 has not substantially negatively impacted our revenues or operations. Our evaluations of our practices, procedures, and operations, related to COVID-19, is ongoing. Additional updates to policies, procedures and operations will occur as best practices are adopted and as we deem necessary or advisable, or as further governmental guidance or regulations are implemented. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021. As of March 23, 2021 we had discontinued operations reflected in the accompanying unaudited condensed consolidated financial statements. As a result of the Plan of Merger completed on March 23, 2021 (see NOTE 4) we have changed our year end reporting period from November to December. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Basis of Consolidation These condensed consolidated financial statements include the accounts of the Company and the wholly-owned subsidiaries, Banyan Pediatric Care Centers, Inc, Banyan Pediatric Care Centers – OPS, LLC, Banyan Pediatric Care Centers – St. Petersburg, LLC, Banyan Pediatric Care Centers, - Pasco, LLC and Banyan Pediatric Care Centers – Sarasota, LLC and the discontinued operations of Assisted 2 Live, Inc., the wholly owned subsidiary that was discontinued as of March 23, 2021. All material intercompany balances and transactions have been eliminated. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s condensed consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Fair Value of Financial Instruments The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. There was no goodwill impairment for the years presented. The Company tests goodwill for impairment on an annual basis, and when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the years presented. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Net Loss Per Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Any future benefit arising from losses have been offset by a valuation allowance. Accordingly, no provision for income taxes is reflected in the condensed consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At March 31, 2021 and December 31, 2020, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2017 are open and subject to examination by the taxing authorities. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Revenue Recognition We follow ASC 606, “Revenue from Contracts with Customers.” Revenues are recognized when promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We derive our revenues from the rendering of services, such as skilled nursing services. The five-step model defined by ASC 606 requires us to: (i) identify our contracts with customers, (ii) identify our performance obligations under those contracts, (iii) determine the transaction prices of those contracts, (iv) allocate the transaction prices to our performance obligations in those contracts and (v) recognize revenue when each performance obligation under those contracts is satisfied. Reimbursement rates to provide skilled nursing services in our PPEC facilities are determined by the Medicaid program. Fees are billed to the Medicaid program and other payors weekly following the Medicaid billing guidelines. Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 3 – ACCRUED LIABILITIES Our accrued liabilities at March 31, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF ACCRUED LIABILITIES March 31, 2021 December 31, 2020 Accounts payable $ 70,675 $ 16,298 Credit card - 1,050 Accrued expenses 354,193 130,832 Accrued salary 139,952 - Payroll tax payable 8,070 - Accrued Liabilities $ 572,890 $ 148,180 |
BANYAN MERGER
BANYAN MERGER | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BANYAN MERGER | NOTE 4 BANYAN MERGER On March 23, 2021, we entered into a Plan of Merger with Merger Sub and Banyan. Under the terms of the Plan of Merger, Merger Sub merged with and into Banyan with Banyan as the Surviving Entity and wholly-owned subsidiary of the Company. The Merger was effective on March 23, 2021. The Merger has been treated as a recapitalization and reverse acquisition of the Company for financial accounting purposes, and Banyan is considered the acquirer for accounting purposes. This means that the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Banyan. In connection with the Merger, we issued 4,165,418 49,984,649 Banyan’s common stock held by 64 75,000 900,000 0.38 The Surviving Entity assumed Banyan’s $ 2,300,000 2,000,000 20,000,000 0.50 4,000,000 300,000 12% 3,000 November 6, 2021 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 5 – DISCONTINUED OPERATIONS On April 30, 2021, our Board of Directors (the “Board”) approved the discontinuance of our wholly-owned subsidiary, Assisted 2 Live, Inc. (the “Discontinued Subsidiary”). The operations of the Discontinued Subsidiary are reflected on our condensed consolidated statement of operations from the date of the Merger as a loss from discontinued operations in the amount of $ 9,077 The April 30, 2021 Board decision was the result of the Purchase and Sale Option Agreement (the “Option Agreement”) with Romulus Barr (“Barr”) which we entered into on November 7, 2020. The Option Agreement provided us with the option to sell all of our interest in Assisted 2 Live, Inc., consisting of 1,000 shares of common stock of the Discontinued Subsidiary, to Barr in exchange for 200,000 shares of our common stock (the “Shares”) held by Barr. The returned Shares were cancelled, and included in authorized but unissued shares of common stock of the Company. The number of issued and outstanding shares of common stock was decreased by 200,000 as of April 30, 2021. The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations for the three months ended: SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS March 31, 2021 December 31, 2020 Current assets of discontinued operations $ 15,928 $ Non-current assets of discontinued operations 29,849 - $ 45,777 $ - Current liabilities of discontinued operations $ 53,929 $ - $ 53,929 $ - The following table presents cash flows of discontinued operations for the three months ended March 31: 2021 2020 Net cash used in discontinued operating activities $ ( 14,386 ) $ Net cash from discontinued investing activities - - Net cash from discontinued financing activities - - $ ( 14,386 ) $ - Three months ended March 31, 2021 2020 Net revenues $ 5,362 $ Cost of net revenues - - Gross profit 5,362 - Operating expenses: Salary and tax expense 12,890 - General and administrative 763 - Lease expense 733 - Total operating expenses 14,386 - Income from operations of discontinued operations (9,024 ) - Interest and other, net (53 ) - Income from discontinued operations before income taxes (9,077 ) - Provision for income taxes - - Income from discontinued operations, net of income taxes $ (9,077 ) $ - |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Notes payable at March 31, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF NOTES PAYABLE March 31, 2021 December 31, 2020 (Unaudited) a. Excel Family Partners, LLLP / Banyan Pediatric Investment, Inc. (Sep 2020) $ - $ 2,000,000 b. NuView Trust Co. (Nov 2020) 300,000 300,000 c. Grand Trinity Plaza, LLC (Dec 2020) 392,397 407,500 $ 692,397 $ 2,707,500 a) On September 18, 2020, through Banyan, we entered into a Convertible Note and Securities Purchase Agreement with two investors for the aggregate principal in the amount of $ 2,000,000 September 18, 2022 8 1,500,000 500,000 0.10 0.50 90,740 45,589 of b) On November 6, 2020, through Banyan, we entered into a one 300,000 12% no c) On December 15, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into a note payable with Grand Trinity Plaza, LLC in the principal amount of $ 407,500 48 6 January 1, 2025 84 407,500 |
LEASEHOLD IMPROVEMENTS
LEASEHOLD IMPROVEMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Leasehold Improvements | |
LEASEHOLD IMPROVEMENTS | NOTE 7 – LEASEHOLD IMPROVEMENTS The Company had the following leasehold improvements as of March 31, 2021 and December 31, 2020: SCHEDULE OF LEASESHOLD IMPROVEMENTS March 31, 2021 December 31, 2020 Amortization Period Leasehold improvements $ 2,669,047 $ 2,669,047 15 - 17 years Less: amortization (97,137 ) (54,656 ) Net $ 2,571,910 $ 2,614,391 During the year ended December 31, 2020, we recorded $ 2,669,047 of leasehold improvements. These amounts include costs related to the build out of the Sarasota location in the amount of $ 1,245,950 . These costs will be amortized over the expected term of the lease including extensions that management expects to be 15 years. We also recorded costs in the amount of $ 1,021,793 related to the New Port Richey location buildout. The expected amortization of the improvements for the New Port Richey location is 17 years. Also recorded were $ 401,303 of improvements as part of the St. Petersburg-Kidz Club Acquisition. The expected amortization of the improvements for the St. Petersburg location is 15 years. Amortization expense for the three months ended March 31, 2021 and 2020 was $ 42,481 and $ 0 , respectively. |
OPERATING LEASES
OPERATING LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Operating Leases | |
OPERATING LEASES | NOTE 8 – OPERATING LEASES On August 24, 2019, through Banyan Pediatric Care Centers-Sarasota, LLC, we entered into an operating lease with Northeast Plaza Venture I, LLC for the premises located in the Northeast Plaza Shopping Center located on the Northeast corner of 17th Street & Lockwood Ridge Road, in the County of Sarasota, Florida. The initial term of the lease is five years with minimum annual rent of $ 180,000 . The landlord granted rent abatement for this lease until February 24, 2020 . The lease end date, including two successive 5 -year renewal options, is January 31, 2035. A right of use asset and lease liability in the amount of $ 1,899,869 associated with this lease was recognized. This lease is treated as an operating lease for accounting purposes. On October 15, 2019, through Banyan, we entered into an assignment and assumption of lease agreement with The Kidz Club – St. Pete, LLC whereby we assumed approximately 12,137 square feet of space at the southeast corner of 3rd Avenue S. and 9th Street N., Webb’s Plaza, St. Petersburg, FL 33701. The minimum annual rent for the first year of the lease was $ 113,681 . The current lease termination date, with extensions expected to be exercised, is October 31, 2024 . Upon the exercise of each extension the base rent shall increase by 1.5 %. This assignment of lease was subject to the terms of the Asset Purchase Agreement with The Kidz Club-St. Pete, LLC. A right of use asset and lease liability in the amount of $ 875,539 was recognized in association with this lease. This lease is treated as an operating lease for accounting purposes. Effective April 1, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into an 84 -month facility lease with Grand Trinity Plaza, LLC for the premises located in the shopping center known as the Grand Trinity Plaza located in New Port Richey, Florida. The initial term of the lease had a minimum annual base rent of $ 94,500 . The landlord granted rent abatement until September 2020. The lease end date, including two successive 5 -year renewals is August 31, 2037 . A right of use asset and lease liability in the amount of $ 1,143,743 was recognized in association with this lease. This lease is treated as an operating lease for accounting purposes. On June 9, 2020, through Banyan, we entered into a 63 -month copier lease with Dex Imaging. The lease was for one copier and a printer. The minimum annual lease payment is $ 5,376 with annual increases not to exceed 12 % annually. This lease will auto renew in 12 -month increments. The equipment under this lease has a fixed $1 payment buyout option . This equipment was purchased for the St. Petersburg location. A right of use asset and lease liability in the amount of $ 16,066 was recognized in association with this lease. This lease is treated as an operating lease for accounting purposes. On August 25, 2020, through Banyan, we entered into a 60 -month financing agreement with Ascentium Capital LLC for two 2020 Turtletop Terra Transit passenger buses for the St. Petersburg location. This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased . Minimum annual rent payments under this lease are $ 24,859 . At our discretion, we may exercise a purchase option, by giving written notice no later than 30 days but not more than 120 days before the expiration of the initial term. The purchase option price is $ 23,920 for each bus, based on reasonably predicted fair market value. A right of use asset and lease liability in the amount of $ 102,393 was recognized in association with this lease. This lease is treated as an operating lease for accounting purposes. On October 20, 2020, through Banyan, we entered into a 60 -month financing agreement with Ascentium Capital LLC for a 2020 Eldorado National Advance 220 p/t 14 passenger bus for the St. Petersburg location. This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased . Minimum annual rent payments under this lease are $ 13,381 . At our discretion, we may exercise a purchase option, by giving written notice no later than 180 days but not more than 360 days before the expiration of the initial term. The purchase option price is $ 12,891 based on reasonably predicted fair market value. A right of use asset and lease liability in the amount of $ 55,345 was recognized in association with this lease. This lease is treated as an operating lease for accounting purposes. In accordance with ASC 842, we recorded the operating lease right of use asset and lease liability as follows: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY March 31, 2021 December 31,2020 Right of Use (ROU) asset $ 3,917,812 $ 3,977,988 March 31, 2021 December 31, 2020 Operating lease liability: Current $ 198,759 $ 189,397 Non-Current 3,821,666 3,864,321 Total $ 4,020,425 $ 4,053,718 NOTE 8 – OPERATING LEASES (CONTINUED) Maturity of Operating Lease Liability for fiscal year ended December 31, SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY 2021 2021 (nine months) $ 156,105 2022 213,747 2023 232,829 2024 251,264 2025 267,134 After 2025 2,899,346 Total lease liability $ 4,020,425 Information associated with the measurement of our remaining operating lease obligations as of March 31, 2021 is as follows: The operating leases range from a term of 2.48 years to 16.68 years with a weighted average lease term of 13.35 years. The weighted average discount rate is 6.07 %. The lease expense for the three months ended March 31, 2021 and 2020 was $ 141,675 and $ 24,061 , respectively. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 9 - EQUITY Preferred Stock We have authorized 25,000,000 preferred shares with a par value of 0.0001 per share. The Board is authorized to divide the authorized preferred shares into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. As of March 31, 2021 and December 31, 2020, we had no classes of preferred shares designated. Common Stock We have authorized 100,000,000 common shares with a par value of $ 0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of March 31, 2021, we had 35,395,418 common shares issued and outstanding. NOTE 9 – EQUITY (CONTINUED) Fiscal Year 2021 On March 23, 2021, we entered into a Plan of Merger with Banyan (See NOTE 4). In connection with the Merger, we issued 4,165,418 49,984,649 64 In conjunction with the Merger, the previously issued 31,230,000 shares of common stock of the Company prior to the Merger were deemed issued for the Merger. During the period of February 11, 2021 through March 31, 2021 we issued shares of common stock at $ 0.50 3,540,000 On March 31, 2021, we had recorded a liability to issue shares in the amount of $ 325,000 to record stock purchases of 650,000 common shares at $ 0.50 per share that were to be issued in the following month, April 2021. On March 30, 2021, the Noteholders of the $ 2,000,000 convertible note exercised their right to convert the note (see NOTE 4). The shares were not issued as of March 31,2021. The conversion was recorded as a liability to issue shares in the amount of $ 2,000,000 , as reflected on our condensed consolidated balance sheet. Fiscal Year 2020 During the year ended December 31, 2020, $ 140 was received against a subscription receivable balance for the 2019 authorization of the issuance of Founders shares. On December 31, 2020, we had a subscription receivable of $ 30 for shares issued where payments were not received. On September 19, 2020, we issued 2,000,000 restricted common shares to a noteholder for the conversion of $ 500,000 of note principal. Warrants In association with the September 27, 2019 Asset Purchase Agreement (The Kidz Club St Pete, LLC), we issued 75,000 common stock warrants (post-merger exchange adjusted) having an exercise price of $ 0.38 per share. These warrants have an expiration of September 27, 2029 . SCHEDULE OF WARRANTS OUTSTANDING Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 1, 2020 - - - $ - Granted 75,000 $ 0.38 10.0 Years $ - Expired - - - Exercised - - - Outstanding at December 31, 2020 75,000 $ 0.38 9.74 Years $ - Outstanding at January 1, 2020 75,000 0.38 9.74 Years - Granted - - - Expired - - - Exercised - - - Outstanding and exercisable March 31, 2020 75,000 $ 0.38 9.49 Years $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS On February 1, 2021 (the “Effective Date”), we signed an employment agreement with our new CEO, Louis Collier (“Collier”). Collier will be paid a base salary of $ 400,000 , which will be reassessed and renegotiated in good faith after we are profitable over a fiscal year. Collier will also receive a signing bonus of $ 150,000 , which will be payable as follows: $ 50,000 within five days of the Effective Date (paid); $ 50,000 within 90 days of the Effective Date; and $ 50,000 within 180 days of the Effective Date. Collier will also be issued 1,250,000 phantom shares within ten days after the approval and adoption a Phantom Equity Plan. The phantom shares will be subject to a phantom unit interest award agreement, which will set forth the vesting of the phantom shares. On March 23, 2021, we entered into a Plan of Merger (See NOTE 4) whereas we assumed debt of $ 2,000,000 that was convertible into 20,000,000 shares of common stock. After the Merger the debt was converted into 4,000,000 0.50 per share. One of the debt holders is majority owned by a director of the Company. As of March 31, 2021, these shares were not issued and are reflected as share liability on our condensed consolidated balance sheet. During the three months ended March 31, 2021 and 2020, we compensated members of the Board $ 20,769 and $ 0 , respectively. As of March 31, 2021, we had accrued payroll of $ 60,000 and accrued interest on that payroll in the amount of $ 4,340 for the President and the Chief Financial Officer of Banyan. These unpaid amounts were the result of 2020 furloughed salaries. Interest is being accrued on these unpaid balances effective May 15, 2020 at a rate of 8 % per annum and is reflected in accrued interest balance as of March 31, 2021 and December 31, 2020 on the condensed consolidated balance sheet. 60,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS We have evaluated subsequent events from March 31, 2021 through the date these financial statements were issued and determined the following events require disclosure: Subsequent to March 31, 2021, we issued additional shares of restricted common stock as follow: (i) 1,150,000 shares to five (5) investors at a price of $ 0.50 per share for aggregate proceeds of $ 575,000 , including $ 325,000 issuance to satisfy the liability to issue shares; and (ii) 4,000,000 shares for note conversion. On April 30, 2021, pursuant to the Option Agreement, the number of issued and outstanding shares of common stock was decreased by 200,000 (see NOTE 5). Discontinued Operations See NOTE 5 – DISCONTINUED OPERATIONS regarding the discontinuance of the operations in our wholly-owned subsidiary, Assisted 2 Live, Inc. Trillium Healthcare Group, LLC On April 29, 2021, we entered into a Third Amendment (the “ Third Amendment Purchase Agreement Mason Bench Trillium Among other things, the Third Amendment extends the date to May 28, 2021, after which either party may terminate the Purchase Agreement if the closing has not yet occurred. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021. As of March 23, 2021 we had discontinued operations reflected in the accompanying unaudited condensed consolidated financial statements. As a result of the Plan of Merger completed on March 23, 2021 (see NOTE 4) we have changed our year end reporting period from November to December. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Basis of Consolidation These condensed consolidated financial statements include the accounts of the Company and the wholly-owned subsidiaries, Banyan Pediatric Care Centers, Inc, Banyan Pediatric Care Centers – OPS, LLC, Banyan Pediatric Care Centers – St. Petersburg, LLC, Banyan Pediatric Care Centers, - Pasco, LLC and Banyan Pediatric Care Centers – Sarasota, LLC and the discontinued operations of Assisted 2 Live, Inc., the wholly owned subsidiary that was discontinued as of March 23, 2021. All material intercompany balances and transactions have been eliminated. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s condensed consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. |
Allowance for Doubtful Accounts, Contractual and Other Discounts | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Goodwill | Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. There was no goodwill impairment for the years presented. The Company tests goodwill for impairment on an annual basis, and when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the years presented. |
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Any future benefit arising from losses have been offset by a valuation allowance. Accordingly, no provision for income taxes is reflected in the condensed consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At March 31, 2021 and December 31, 2020, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2017 are open and subject to examination by the taxing authorities. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. |
Revenue Recognition | Revenue Recognition We follow ASC 606, “Revenue from Contracts with Customers.” Revenues are recognized when promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We derive our revenues from the rendering of services, such as skilled nursing services. The five-step model defined by ASC 606 requires us to: (i) identify our contracts with customers, (ii) identify our performance obligations under those contracts, (iii) determine the transaction prices of those contracts, (iv) allocate the transaction prices to our performance obligations in those contracts and (v) recognize revenue when each performance obligation under those contracts is satisfied. Reimbursement rates to provide skilled nursing services in our PPEC facilities are determined by the Medicaid program. Fees are billed to the Medicaid program and other payors weekly following the Medicaid billing guidelines. |
Reclassification | Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED LIABILITIES | Our accrued liabilities at March 31, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF ACCRUED LIABILITIES March 31, 2021 December 31, 2020 Accounts payable $ 70,675 $ 16,298 Credit card - 1,050 Accrued expenses 354,193 130,832 Accrued salary 139,952 - Payroll tax payable 8,070 - Accrued Liabilities $ 572,890 $ 148,180 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS | The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations for the three months ended: SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS March 31, 2021 December 31, 2020 Current assets of discontinued operations $ 15,928 $ Non-current assets of discontinued operations 29,849 - $ 45,777 $ - Current liabilities of discontinued operations $ 53,929 $ - $ 53,929 $ - The following table presents cash flows of discontinued operations for the three months ended March 31: 2021 2020 Net cash used in discontinued operating activities $ ( 14,386 ) $ Net cash from discontinued investing activities - - Net cash from discontinued financing activities - - $ ( 14,386 ) $ - Three months ended March 31, 2021 2020 Net revenues $ 5,362 $ Cost of net revenues - - Gross profit 5,362 - Operating expenses: Salary and tax expense 12,890 - General and administrative 763 - Lease expense 733 - Total operating expenses 14,386 - Income from operations of discontinued operations (9,024 ) - Interest and other, net (53 ) - Income from discontinued operations before income taxes (9,077 ) - Provision for income taxes - - Income from discontinued operations, net of income taxes $ (9,077 ) $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable at March 31, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF NOTES PAYABLE March 31, 2021 December 31, 2020 (Unaudited) a. Excel Family Partners, LLLP / Banyan Pediatric Investment, Inc. (Sep 2020) $ - $ 2,000,000 b. NuView Trust Co. (Nov 2020) 300,000 300,000 c. Grand Trinity Plaza, LLC (Dec 2020) 392,397 407,500 $ 692,397 $ 2,707,500 a) On September 18, 2020, through Banyan, we entered into a Convertible Note and Securities Purchase Agreement with two investors for the aggregate principal in the amount of $ 2,000,000 September 18, 2022 8 1,500,000 500,000 0.10 0.50 90,740 45,589 of b) On November 6, 2020, through Banyan, we entered into a one 300,000 12% no c) On December 15, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into a note payable with Grand Trinity Plaza, LLC in the principal amount of $ 407,500 48 6 January 1, 2025 84 407,500 |
LEASEHOLD IMPROVEMENTS (Tables)
LEASEHOLD IMPROVEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leasehold Improvements | |
SCHEDULE OF LEASESHOLD IMPROVEMENTS | The Company had the following leasehold improvements as of March 31, 2021 and December 31, 2020: SCHEDULE OF LEASESHOLD IMPROVEMENTS March 31, 2021 December 31, 2020 Amortization Period Leasehold improvements $ 2,669,047 $ 2,669,047 15 - 17 years Less: amortization (97,137 ) (54,656 ) Net $ 2,571,910 $ 2,614,391 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Operating Leases | |
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY | In accordance with ASC 842, we recorded the operating lease right of use asset and lease liability as follows: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY March 31, 2021 December 31,2020 Right of Use (ROU) asset $ 3,917,812 $ 3,977,988 March 31, 2021 December 31, 2020 Operating lease liability: Current $ 198,759 $ 189,397 Non-Current 3,821,666 3,864,321 Total $ 4,020,425 $ 4,053,718 |
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY | Maturity of Operating Lease Liability for fiscal year ended December 31, SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY 2021 2021 (nine months) $ 156,105 2022 213,747 2023 232,829 2024 251,264 2025 267,134 After 2025 2,899,346 Total lease liability $ 4,020,425 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS OUTSTANDING | SCHEDULE OF WARRANTS OUTSTANDING Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 1, 2020 - - - $ - Granted 75,000 $ 0.38 10.0 Years $ - Expired - - - Exercised - - - Outstanding at December 31, 2020 75,000 $ 0.38 9.74 Years $ - Outstanding at January 1, 2020 75,000 0.38 9.74 Years - Granted - - - Expired - - - Exercised - - - Outstanding and exercisable March 31, 2020 75,000 $ 0.38 9.49 Years $ - |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SCHEDULE OF ACCRUED LIABILITIES
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 70,675 | $ 16,298 |
Credit card | 1,050 | |
Accrued expenses | 354,193 | 130,832 |
Accrued salary | 139,952 | |
Payroll tax payable | 8,070 | |
Accrued Liabilities | $ 572,890 | $ 148,180 |
BANYAN MERGER (Details Narrativ
BANYAN MERGER (Details Narrative) | Mar. 23, 2021USD ($)Integer$ / sharesshares | Mar. 30, 2021USD ($) |
Business Acquisition [Line Items] | ||
Warrants to purchase common stock | 75,000 | |
Warrants exercise price | $ / shares | $ 0.38 | |
Debt conversion shares | 4,000,000 | |
Debt conversion price per share | $ / shares | $ 0.50 | |
Outstanding note | $ | $ 300,000 | |
Interest rate | 12.00% | |
Interest payable each month | $ | $ 3,000 | |
Maturity date | Nov. 6, 2021 | |
Banyan Pediatric Care Centers, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Number of shares issued upon conversion | 4,165,418 | |
Number of shares converted | 49,984,649 | |
Stock conversion description | Banyan’s common stock held by 64 shareholders, based on an exchange ratio of one (1) share of our common stock for every twelve (12) shares of Banyan common stock. | |
Number of shareholders | Integer | 64 | |
Warrants to purchase common stock | 900,000 | |
Outstanding debt assumed | $ | $ 2,300,000 | |
Convertible debt | $ | $ 2,000,000 | $ 2,000,000 |
Debt conversion shares | 20,000,000 |
SUMMARY OF CARRYING AMOUNTS OF
SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Current assets of discontinued operations | $ 45,777 | ||
Current liabilities of discontinued operations | 53,929 | ||
Income from discontinued operations, net of income taxes | (9,077) | ||
Assisted 2 Living, Inc [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Current assets of discontinued operations | 15,928 | ||
Non-current assets of discontinued operations | 29,849 | ||
Assets of discontinued operations | 45,777 | ||
Current liabilities of discontinued operations | 53,929 | ||
Liabilities of discontinued operations | 53,929 | ||
Net cash used in discontinued operating activities | 14,386 | ||
Net cash used in discontinued investing activities | |||
Net cash used in discontinued financing activities | |||
Net cash used in discontinued operation | 14,386 | ||
Net revenues | 5,362 | ||
Cost of net revenues | |||
Gross profit | 5,362 | ||
Salary and tax expense | 12,890 | ||
General and administrative | 763 | ||
Lease expense | 733 | ||
Total operating expenses | 14,386 | ||
Income from operations of discontinued operations | (9,024) | ||
Interest and other, net | (53) | ||
Income from discontinued operations before income taxes | (9,077) | ||
Provision for income taxes | |||
Income from discontinued operations, net of income taxes | $ (9,077) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | Nov. 07, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 30, 2021 | Dec. 31, 2020 |
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Loss from discontinued operations | $ 9,077 | ||||
Common stock, shares outstanding | 35,395,418 | 4,165,418 | |||
Assisted 2 Living, Inc [Member] | Purchase and Sale Option Agreement [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Investment owned balance shares | 1,000 | ||||
Assisted 2 Living, Inc [Member] | Purchase and Sale Option Agreement [Member] | Romulus Barr [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Number of restricted common stock | 200,000 | ||||
Assisted 2 Living, Inc [Member] | Purchase and Sale Option Agreement [Member] | Romulus Barr [Member] | Subsequent Event [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Common stock, shares outstanding | 200,000 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Notes payable | $ 393,899 | $ 2,385,010 | |
Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | 692,397 | 2,707,500 | |
Notes Payable [Member] | NuView Trust Co [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [1] | 300,000 | 300,000 |
Notes Payable [Member] | Grand Trinity Plaza LLC [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [2] | 392,397 | 407,500 |
Notes Payable [Member] | Excel Family Partners, LLLP and Banyan Pediatric Investment, Inc [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [3] | $ 2,000,000 | |
[1] | On November 6, 2020, through Banyan, we entered into a one 300,000 12% no | ||
[2] | On December 15, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into a note payable with Grand Trinity Plaza, LLC in the principal amount of $ 407,500 48 6 January 1, 2025 84 407,500 | ||
[3] | On September 18, 2020, through Banyan, we entered into a Convertible Note and Securities Purchase Agreement with two investors for the aggregate principal in the amount of $ 2,000,000 September 18, 2022 8 1,500,000 500,000 0.10 0.50 90,740 45,589 of |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | Mar. 23, 2021 | Dec. 15, 2020 | Nov. 06, 2020 | Sep. 18, 2020 | May 15, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 02, 2020 |
Short-term Debt [Line Items] | ||||||||
Maturity date | Nov. 6, 2021 | |||||||
Interest rate | 12.00% | |||||||
Debt conversion price per share | $ 0.50 | |||||||
Accrued interest | $ 95,079 | $ 48,601 | ||||||
NuView Trust Co [Member] | Notes Payable, Other Payables [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Aggregate principal amount | $ 300,000 | |||||||
Interest rate | 12.00% | |||||||
Accrued interest | 0 | 0 | ||||||
Maturity term | 1 year | |||||||
Grand Trinity Plaza LLC [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Lease term | 84 months | |||||||
Grand Trinity Plaza LLC [Member] | Notes Payable, Other Payables [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Aggregate principal amount | $ 407,500 | |||||||
Maturity date | Jan. 1, 2025 | |||||||
Interest rate | 6.00% | |||||||
Maturity term | 48 months | |||||||
Lease term | 84 months | |||||||
Construction costs | $ 407,500 | |||||||
Excel Family Partners, LLLP and Banyan Pediatric Investment, Inc [Member] | Convertible Note and Securities Purchase Agreement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Aggregate principal amount | $ 2,000,000 | |||||||
Maturity date | Sep. 18, 2022 | |||||||
Interest rate | 8.00% | |||||||
Debt conversion price per share | $ 0.10 | |||||||
Accrued interest | $ 90,740 | $ 45,589 | ||||||
Excel Family Partners, LLLP and Banyan Pediatric Investment, Inc [Member] | Convertible Note and Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt conversion price per share | $ 0.50 | |||||||
Excel Family Partners, LLLP [Member] | Convertible Note and Securities Purchase Agreement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Aggregate principal amount | $ 1,500,000 | |||||||
Banyan Pediatric Care Centers, Inc [Member] | Convertible Note and Securities Purchase Agreement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Aggregate principal amount | $ 500,000 |
SCHEDULE OF LEASESHOLD IMPROVEM
SCHEDULE OF LEASESHOLD IMPROVEMENTS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | ||
Net | $ 152,376 | $ 128,475 |
Leasehold Improvements [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Leasehold improvements | 2,669,047 | 2,669,047 |
Less: amortization | (97,137) | (54,656) |
Net | $ 2,571,910 | $ 2,614,391 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Property, Plant and Equipment, Useful Life | 17 years |
LEASEHOLD IMPROVEMENTS (Details
LEASEHOLD IMPROVEMENTS (Details Narrative) - Leasehold Improvements [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | |||
Property, Plant and Equipment, Gross | $ 2,669,047 | $ 2,669,047 | |
Operating Lease, Right-of-Use Asset, Amortization Expense | $ 42,481 | $ 0 | |
Sarasota [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Property, Plant and Equipment, Gross | $ 1,245,950 | ||
Property, Plant and Equipment, Useful Life | 15 years | ||
New Port Richey [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Property, Plant and Equipment, Gross | $ 1,021,793 | ||
Property, Plant and Equipment, Useful Life | 17 years | ||
St. Petersburg [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Property, Plant and Equipment, Gross | $ 401,303 | ||
Property, Plant and Equipment, Useful Life | 15 years |
SCHEDULE OF OPERATING LEASE RIG
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Right of Use (ROU) asset | $ 3,917,812 | $ 3,977,988 |
Current | 198,759 | 189,397 |
Non-Current | 3,821,666 | 3,864,321 |
Total | $ 4,020,425 | $ 4,053,718 |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY (Details) | Mar. 31, 2021USD ($) |
Operating Leases | |
2021 (nine months) | $ 156,105 |
2022 | 213,747 |
2023 | 232,829 |
2024 | 251,264 |
2025 | 267,134 |
After 2025 | 2,899,346 |
Total lease liability | $ 4,020,425 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) | Oct. 20, 2020USD ($) | Aug. 25, 2020USD ($) | Jun. 09, 2020USD ($) | Apr. 02, 2020USD ($) | Oct. 15, 2019USD ($)ft² | Aug. 24, 2019USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||
Minimum annual rent | $ 4,020,425 | ||||||||
Lease right of use asset | 3,917,812 | $ 3,977,988 | |||||||
Lease liability | $ 4,020,425 | $ 4,053,718 | |||||||
Operating lease, weighted average remaining lease term | 13 years 4 months 6 days | ||||||||
Operating lease, weighted average discount rate, percent | 6.07% | ||||||||
Operating lease, expense | $ 141,675 | $ 24,061 | |||||||
Maximum [Member] | |||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||
Lessee, operating lease, remaining lease term | 16 years 8 months 4 days | ||||||||
Minimum [Member] | |||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||
Lessee, operating lease, remaining lease term | 2 years 5 months 23 days | ||||||||
Kidz Club - St. Pete, LLC [Member] | |||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||
Minimum annual rent | $ 113,681 | ||||||||
Lease right of use asset | $ 875,539 | ||||||||
Area under lease | ft² | 12,137 | ||||||||
Lease termination date | Oct. 31, 2024 | ||||||||
Lease percentage of increase in base rent | 1.50% | ||||||||
Grand Trinity Plaza LLC [Member] | |||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||
Lease term | 84 months | ||||||||
Minimum annual rent | $ 94,500 | ||||||||
Lease description | The landlord granted rent abatement until September 2020. | ||||||||
Lessee, operating lease, option to extend | The lease end date, including two successive | ||||||||
Lease renewal term | 5 years | ||||||||
Lease right of use asset | $ 1,143,743 | ||||||||
Dex Imaging [Member] | |||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||
Lease term | 63 months | ||||||||
Minimum annual rent | $ 5,376 | ||||||||
Lease description | The equipment under this lease has a fixed $1 payment buyout option | ||||||||
Lease renewal term | 12 months | ||||||||
Lease right of use asset | $ 16,066 | ||||||||
Dex Imaging [Member] | Maximum [Member] | |||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||
Lease percentage of increase in base rent | 12.00% | ||||||||
Ascentium Capital LLC [Member] | |||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||
Lease term | 60 months | 60 months | |||||||
Minimum annual rent | $ 13,381 | $ 24,859 | |||||||
Lease description | This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased | This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased | |||||||
Lease right of use asset | $ 55,345 | $ 102,393 | |||||||
Lease purchase option price | $ 12,891 | $ 23,920 | |||||||
Banyan Pediatric Care Centers, Inc [Member] | Northeast Plaza Venture I, LLC [Member] | |||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||
Lease term | 5 years | ||||||||
Minimum annual rent | $ 180,000 | ||||||||
Lease description | The landlord granted rent abatement for this lease until February 24, 2020 | ||||||||
Lessee, operating lease, option to extend | The lease end date, including two successive | ||||||||
Lease renewal term | 5 years | ||||||||
Lease right of use asset | $ 1,899,869 | ||||||||
Lease liability | $ 1,899,869 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - Kidz Club - St. Pete, LLC [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Entity Listings [Line Items] | ||
Shares, Outstanding, Beginning Balance | 75,000 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 0.38 | |
Aggregate Intrinsic Value, Outstanding, Beginning Balance | ||
Shares, Granted | 75,000 | |
Weighted-Average Exercise Price, Granted | $ 0.38 | |
Weighted Average Remaining Contractual Term, Outstanding, Beginning Balance | 9 years 8 months 26 days | 10 years |
Aggregate Intrinsic Value, Granted | ||
Shares, Expired | ||
Weighted-Average Exercise Price, Expired | ||
Shares, Exercised | ||
Weighted-Average Exercise Price, Exercised | ||
Shares,Outstanding, Ending Balance | 75,000 | 75,000 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ 0.38 | $ 0.38 |
Weighted Average Remaining Contractual Term, Outstanding, Ending Balance | 9 years 5 months 26 days | 9 years 8 months 26 days |
Aggregate Intrinsic Value, Outstanding, Ending Balance |
EQUITY (Details Narrative)
EQUITY (Details Narrative) | Mar. 23, 2021USD ($)Integer$ / sharesshares | Sep. 19, 2020USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 30, 2021USD ($) | Sep. 27, 2019$ / sharesshares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 35,395,418 | 35,395,418 | 4,165,418 | ||||
Common stock, shares outstanding | 35,395,418 | 35,395,418 | 4,165,418 | ||||
Share liability | $ | $ 2,000,000 | $ 2,000,000 | |||||
Subscription receivable | $ | $ 30 | ||||||
Debt conversion share issued | 4,000,000 | ||||||
Warrants to purchase common stock | 75,000 | ||||||
Warrants exercise price | $ / shares | $ 0.38 | ||||||
Kidz Club - St. Pete, LLC [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants to purchase common stock | 75,000 | ||||||
Warrants exercise price | $ / shares | $ 0.38 | ||||||
Warrants expiration date | Sep. 27, 2029 | ||||||
Notes Payable, Other Payables [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Debt conversion principal amount | $ | $ 500,000 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares issuable for Banyan Acquisition, shares | 31,230,000 | ||||||
Issue price per share | $ / shares | $ 0.50 | $ 0.50 | |||||
Share liability, current | $ | $ 325,000 | $ 325,000 | |||||
Stock issued during period, shares, new issues | 650,000 | ||||||
Proceeds forn subscription | $ | $ 140 | ||||||
Common Stock [Member] | Notes Payable, Other Payables [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Debt conversion share issued | 2,000,000 | ||||||
Common Stock [Member] | Banyan Pediatric Care Centers, Inc [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issue price per share | $ / shares | $ 0.50 | $ 0.50 | |||||
Banyan Pediatric Care Centers, Inc [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares issued upon conversion | 4,165,418 | ||||||
Number of shares converted | 49,984,649 | ||||||
Number of shareholders | Integer | 64 | ||||||
Shares issuable for Banyan Acquisition, shares | 31,230,000 | ||||||
Convertible debt | $ | $ 2,000,000 | $ 2,000,000 | |||||
Debt conversion share issued | 20,000,000 | ||||||
Warrants to purchase common stock | 900,000 | ||||||
Banyan Pediatric Care Centers, Inc [Member] | Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of common stock for consideration | $ | $ 3,540,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 23, 2021 | Feb. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 30, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Debt conversion shares | 4,000,000 | |||||
Debt conversion price per share | $ 0.50 | |||||
Accrued payroll | $ 8,070 | |||||
Accrued salaries | 60,000 | $ 60,000 | ||||
Banyan Pediatric Care Centers, Inc [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Convertible debt | $ 2,000,000 | $ 2,000,000 | ||||
Debt conversion shares | 20,000,000 | |||||
Banyan Pediatric Care Centers, Inc [Member] | Restricted Stock [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Debt conversion shares | 4,000,000 | |||||
Chief Executive Officer [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Base salary | $ 400,000 | |||||
Bonus payable | $ 150,000 | |||||
Shares issued for services | 1,250,000 | |||||
Chief Executive Officer [Member] | Within Five Days [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Bonus payable | $ 50,000 | |||||
Chief Executive Officer [Member] | Within 90 Days [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Bonus payable | 50,000 | |||||
Chief Executive Officer [Member] | Within 180 Days [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Bonus payable | $ 50,000 | |||||
Director [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Base salary | 20,769 | $ 0 | ||||
President and Chief Executive Officer [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Accrued payroll | 60,000 | |||||
Accrued interest on payroll | $ 4,340 | |||||
Interest percentage on accrued payroll | 8.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 23, 2021 | May 15, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Proceeds from the sale of common stock | $ 325,030 | $ 139 | ||||
Debt conversion shares | 4,000,000 | |||||
Common stock, shares, outstanding | 35,395,418 | 4,165,418 | ||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued during the period | 650,000 | |||||
Issue price per share | $ 0.50 | |||||
Share liability | $ 325,000 | |||||
Subsequent Event [Member] | Assisted 2 Living, Inc [Member] | Purchase and Sale Option Agreement [Member] | Romulus Barr [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares, outstanding | 200,000 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt conversion shares | 4,000,000 | |||||
Subsequent Event [Member] | Common Stock [Member] | 5 Investors [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued during the period | 1,150,000 | |||||
Issue price per share | $ 0.50 | |||||
Proceeds from the sale of common stock | $ 575,000 | |||||
Share liability | $ 325,000 |