Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 20, 2016 | Jun. 30, 2013 | |
Document And Entity Information | |||
Entity Registrant Name | CARDIFF INTERNATIONAL INC | ||
Entity Central Index Key | 811,222 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2014 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,378,430 | ||
Entity Common Stock, Shares Outstanding | 13,251,477 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,014 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash | $ 46,311 | $ 4,676 |
Accounts receivable | 3,782 | 0 |
Prepaid and other | 25,325 | 1,659 |
Total current assets | 75,418 | 6,335 |
Property and equipment, net of accumulated depreciation of $279,673 and $0, respectively | 534,212 | 0 |
Land | 603,000 | 0 |
Deposits | 9,725 | 600 |
Due from related party | 28,501 | 0 |
Total Assets | 1,250,856 | 6,935 |
CURRENT LIABILITIES | ||
Accounts payable | 75,153 | 0 |
Accrued expenses | 176,330 | 814,265 |
Accrued expenses - related parties | 450,000 | 0 |
Interest payable | 161,696 | 121,440 |
Accrued payroll taxes | 38,400 | 412,623 |
Derivative liability | 0 | 97,391 |
Due to officers and shareholders | 106,943 | 49,500 |
Note payable, unrelated party | 129,032 | 50,000 |
Convertible notes payable | 9,000 | 30,750 |
Convertible notes payable - related party | 165,000 | 165,000 |
Total current liabilities | 1,309,554 | 1,740,969 |
LONG-TERM LIABILITIES | ||
Notes payable, related party, net of current portion and discount of $0 and $50,075, respectively | 100,000 | 74,925 |
Total liabilities | 1,409,554 | 1,815,894 |
SHAREHOLDERS' EQUITY (DEFICIT): | ||
Common stock; 5,000,000 shares authorized with $0.001 par value; 4,928,682 and 83,586 issued and outstanding at December 31, 2014 and 2013, respectively | 4,929 | 84 |
Additional paid-in capital | 39,092,469 | 24,317,127 |
Retained deficit | (39,262,444) | (26,130,747) |
Total shareholders' equity (deficiency) | (158,698) | (1,808,959) |
Total liabilities and shareholders' equity (deficiency) | 1,250,856 | 6,935 |
Series A Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock value | 0 | 0 |
Series B, D, E, F, F-1 [Member] | ||
SHAREHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock value | 6,348 | 4,577 |
Series C Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock value | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 279,673 | $ 0 |
Discount on notes payable | $ 0 | $ 50,075 |
Common stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares issued | 4,928,682 | 83,586 |
Common stock, shares outstanding | 4,928,682 | 83,586 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Rental income | $ 56,870 | $ 0 |
Sales of pizza | 833,531 | 0 |
Total revenue | 890,401 | 0 |
Rental business | 35,535 | 0 |
Pizza restaurants | 618,336 | 0 |
Total cost of sales | 653,871 | 0 |
GROSS MARGIN | 236,530 | 0 |
OPERATING EXPENSES | 12,689,311 | 11,039,712 |
LOSS FROM OPERATIONS | (12,452,781) | (11,039,712) |
OTHER INCOME (EXPENSE) | ||
Impairment loss on goodwill | (1,407,327) | 0 |
Gain on settlement of debt | 822,080 | 520,558 |
Change in value of derivative liability | (35,590) | 41,945 |
Other | 3,030 | 0 |
Interest expense | (61,109) | (505,586) |
TOTAL OTHER INCOME (EXPENSE) | (678,916) | 56,917 |
NET INCOME (LOSS) FOR THE PERIOD | $ (13,131,697) | $ (10,982,795) |
INCOME (LOSS) PER COMMON SHARE - BASIC | $ (11.39) | $ (582.78) |
Weighted average number of common shares - basic and diluted | 1,152,779 | 18,845 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity (Deficiency) - USD ($) | Preferred Stock Series A | Preferred Stock Series | Preferred Stock Series C | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2012 | 1 | 0 | 0 | 5,575 | |||
Beginning balance, value at Dec. 31, 2012 | $ 0 | $ 0 | $ 0 | $ 6 | $ 10,339,369 | $ (15,147,952) | $ (4,808,577) |
Common stock issued for debt conversion, shares | 21 | 1,149 | |||||
Common stock issued for debt conversion, value | $ 1 | 70,193 | 70,194 | ||||
Preferred shares issued for cash, shares | 28,000 | 718 | |||||
Preferred shares issued for cash, value | $ 28 | $ 1 | 207,721 | 207,750 | |||
Stock issued for financing, shares | 910 | ||||||
Stock issued for financing, value | $ 1 | 213,799 | 213,800 | ||||
Stock issued for compensation, shares | 3,316,401 | 58 | 78,234 | ||||
Stock issued for compensation, value | $ 3,317 | $ 75 | 8,415,800 | 8,419,192 | |||
Net loss | (10,982,795) | (10,982,795) | |||||
Ending balance, shares at Dec. 31, 2013 | 1 | 4,576,701 | 79 | 83,586 | |||
Ending balance, value at Dec. 31, 2013 | $ 0 | $ 4,577 | $ 0 | $ 84 | 24,317,127 | (26,130,747) | (1,808,959) |
Common stock issued for debt conversion, shares | 417,896 | ||||||
Common stock issued for debt conversion, value | $ 417 | 36,513 | 36,930 | ||||
Common stock issued for services, shares | 4,427,200 | ||||||
Common stock issued for services, value | $ 4,427 | 10,178,133 | 10,182,560 | ||||
Preferred shares issued for cash, shares | 238,496 | 23 | |||||
Preferred shares issued for cash, value | $ 239 | $ 0 | 596,075 | 596,303 | |||
Preferred shares issued for services, shares | 611,999 | 1 | |||||
Preferred shares issued for services, value | $ 612 | $ 0 | 1,529,388 | 1,530,000 | |||
Stock issued for acquisition, shares | 921,268 | ||||||
Stock issued for acquisition, value | $ 921 | 2,302,253 | 2,303,174 | ||||
Reclassification of derivative liability associated with debt conversion | 132,981 | 132,981 | |||||
Net loss | (13,131,697) | (13,131,697) | |||||
Ending balance, shares at Dec. 31, 2014 | 1 | 6,348,464 | 113 | 4,928,682 | |||
Ending balance, value at Dec. 31, 2014 | $ 0 | $ 6,348 | $ 0 | $ 4,929 | $ 39,092,469 | $ (39,262,444) | $ (158,698) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (13,131,697) | $ (10,982,795) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 39,992 | 155 |
Amortization of loan discount | 0 | 200,498 |
Stock-based compensation | 11,712,560 | 2,470,818 |
Compensation expense for shareholders of record | 0 | 8,131,481 |
Change in value of derivative liability | 35,590 | (101,636) |
Issuance of warrants as loan costs | 0 | 213,800 |
Impairment loss on goodwill | 1,407,327 | 0 |
Gain on settlement of debt | (822,080) | 0 |
(Increase) decrease in: | ||
Accounts receivable | (3,782) | 0 |
Deposits | (9,125) | 0 |
Prepaids and other | (23,666) | 0 |
Increase (decrease) in: | ||
Accounts payable | 73,153 | 0 |
Accrued expenses | (58,036) | 67,899 |
Interest payable | 46,436 | (177,365) |
Accrued payroll taxes | 36,600 | 0 |
Accrued officers' salaries | 0 | (24,531) |
Settlement payable, shareholder | 0 | (3,250) |
Net cash used in operating activities | (696,728) | (204,926) |
FINANCING ACTIVITIES | ||
Due from/to related party | 28,942 | 0 |
Proceeds from sales of stock | 596,314 | 207,750 |
Proceeds from notes payable - related party | 25,075 | 0 |
Proceeds of notes payable | 79,032 | 0 |
Proceeds from convertible notes payable | 9,000 | 0 |
Net cash provided by financing activities | 738,363 | 207,750 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 41,635 | 2,824 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 4,676 | 1,852 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 46,311 | 4,676 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Series D Preferred shares issued for acquisition | 1,000,000 | 0 |
Series E Preferred shares issued for acquisition | 603,000 | 0 |
Series F and F-1 Preferred shares issued for acquisition | 700,174 | 0 |
Common stock issued upon conversion of notes payable | $ 36,930 | $ 65,874 |
1. Summary of Significant Accou
1. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Organization and Nature of Operations Legacy Card Company (Legacy) was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff International, Inc. (Cardiff, the Company), a publicly held corporation. In the first quarter of 2013, it was decided to restructure Cardiff into a holding company that adopted a new business model known as "Collaborative Governance," a form of governance enabling businesses to take advantage of the power of a public company. Cardiff began targeting the acquisition of undervalued, niche companies with high growth potential, income-producing commercial real estate properties, and high return investments, all designed to pay a dividend to the Companys shareholders. The reason for this strategy was to protect the Companys shareholders by acquiring profitable small- to minimum-sized businesses with little to no debt, seeking support with both financing and management that had the ability to offer a return to investors. The plan is to establish new classes of preferred stock to streamline voting rights, negate debt, and acquire new businesses. By December of 2013, the Company had negated more than 90% of all its debt; by July of 2014, the Company had completed the acquisition of three businesses: We Three, LLC; Romeos NY Pizza; and Edge View Properties, Inc. The Company delayed the filing of its Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2014 due to difficulty obtaining information from another acquisition, which was subsequently unwound. Description of Business Cardiff is a holding company that adopted a new business model known as "Collaborative Governance. To date, the Company is not aware of any other domestic holding company using the same business philosophy or governing policies. The Companys business footprint is to acquire strong companies that meet the following criteria: (1) in business for a minimum of two years; (2) profitable; (3) good management team; (4) little to no debt; and (5) assets of a minimum of $1,000,000. Cardiff continues to practice all business ethics under the Securities Exchange Act of 1934 To date, Cardiff consists of three subsidiaries: We Three, LLC; Romeos NY Pizza; and Edge View Properties, Inc. Principles of Consolidation The consolidated financial statements include the accounts of Cardiff International, Inc., and its wholly-owned subsidiaries: We Three, LLC; Romeos NY Pizza; and Edge View Properties, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. Certain prior period amounts may have been reclassified for consistency with the current period presentation. These reclassifications would have no material effect on the reported financial results. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Revenue Recognition In general, the Company recognizes revenue on an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured. Rental Income The Companys rental income is derived from the mobile home leases. The expired leases are considered month-to-month leases. In accordance with section 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition, the cost of property held for leasing by major classes of property according to nature or function, and the amount of accumulated depreciation in total, is presented in the accompanying December 31, 2014 consolidated balance sheet. There are no contingent rentals included in income in the accompanying statements of operations. With the exception of the month-to-month leases, revenue is recognized on a straight-line basis and amortized into income on a monthly basis, over the lease term. Restaurant Sales Revenue from restaurant sales is recognized when food and beverage products are sold. The Company reports revenue net of sales taxes collected from customers and remitted to governmental taxing authorities. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates. Goodwill and Other Intangible Assets Goodwill and indefinite-lived brands are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believe such assumptions are also comparable to those that would be used by other marketplace participants. During the year ended December 31, 2014, goodwill of $1,707,153 resulted from the business acquisitions in 2014 was impaired in full. Valuation of long-lived assets In accordance with the provisions of Accounting Standards Codification (ASC) Topic 360-10-5, Impairment or Disposal of Long-Lived Assets Valuation of Derivative Instruments Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815-10, Derivatives and Hedging (ASC 815-10) Fair Value Measurements Fair value is defined as 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. Assets and liabilities recorded at fair value in the Consolidated Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entitys own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level Input Input Definition Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The following table presents certain investments and liabilities of the Companys financial assets measured and recorded at fair value on the Companys Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2014 and 2013. Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability December 31, 2014 $ $ $ $ Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability December 31, 2013 $ $ $ $ Stock-Based Compensation Employees The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Companys most recent private placement memorandum (based on sales to third parties), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: · Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. · Expected volatility of the entitys shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market · Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Companys current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. · Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations. Stock-Based Compensation Non Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (Sub-topic 505-50). Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Companys most recent private placement memorandum, or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: · Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holders expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holders expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. · Expected volatility of the entitys shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. · Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Companys current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. · Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. Property and Equipment Property and equipment are carried at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the following estimated useful lives: Classification Useful Life Equipment, furniture and fixtures 5 - 7 yrs Leasehold improvements 10 yrs or lease term, if shorter During the years ended December 31, 2014 and 2013, depreciation and amortization expense was $39,992 and $155, respectively. Income Taxes Income taxes are determined in accordance with ASC Topic 740, Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2015 and 2014, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2015 and 2014, the Company did not have any significant unrecognized uncertain tax positions. Stock Split Upon filing Articles of Domestication with the state of Florida on August 22, 2014, the Board authorized and approved a reverse stock split of one for twenty five thousand (1:25,000) of the Corporation's total issued, outstanding and authorized shares of Common Stock (Stock Split). The change in domicile was effectuated on September 2, 2014, under the laws of the state of Florida. The Stock Split was effectuated on September 12, 2014, upon filing the appropriate documentation with the Financial Industry Regulatory Authority, Inc. (FINRA). The Stock Split decreased the Corporation's total issued and outstanding shares of Common Stock from 2,516,819,560 to 100,673 and the total authorized shares of Common Stock from 3,000,000,000 to 120,000 shares of Common Stock. The Common Stock remained at $0.00001 par value. On September 15, 2014, the Company increased the authorized shares of Common Stock to 5,000,000 and increased the par value to $0.001. On April 7, 2015, the Board of Directors of Cardiff International, Inc., a Florida corporation (the Corporation) authorized Fifty Million (50,000,000) shares of Common Stock, par value of $0.001. This increase was authorized for a) upcoming acquisitions; b) increased growth; c) to maintain control (the Control Block); d) compensate employees. In the event shares are issued, they will be issued as restricted shares. Earnings (Loss) per Share FASB ASC Subtopic 260, Earnings Per Share The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2014 and 2013. During a period of net loss, all potentially dilutive securities are anti-dilutive. Accordingly, for the year ended December 31, 2014, potentially dilutive securities have been excluded from the computations since they would be anti-dilutive. However, these dilutive securities could potentially dilute earnings per share in the future: Year Year Ended Ended December 31, 2014 December 31, 2013 Numerator: Net income (loss) $ (13,131,697 ) $ (10,982,795 ) Interest on convertible notes Net income available for common shareholders (13,131,697 ) (10,982,795 ) Denominator: Weighted-average shares outstanding 1,152,779 18,845 Effect of dilutive securities Weighted-average diluted shares outstanding 1,152,779 18,845 Basic earnings (loss) per share $ (11.39 ) $ (582.78 ) Diluted earnings (loss) per share $ (11.39 ) $ (582.78 ) Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company is in the development stage and, as such, has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Companys ability to continue as a going concern. As of December 31, 2014, the Company had shareholders deficit of $158,698. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. As a result, the Companys independent registered public accounting firm, in its report on the Companys December 31, 2014 consolidated financial statements, has raised substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations. Recently Issued Accounting Pronouncements The Company has evaluated all of the recent accounting pronouncements through the filing date of these financial statements and believes that none of them will have a material effect on the Companys consolidated financial statements. Accounting Standards Update (ASU) 2014-10, Development Stage Entities (ASU 2014-10) On June 10, 2014, the FASB issued update ASU 2014-10 (Topic 915). Among other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity; (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged; and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014, and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. |
2. Acquisitions
2. Acquisitions | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Acquisitions | We Three, LLC The Company completed the acquisition of We Three, LLC (d/b/a Affordable Housing Initiative) (AHI). The acquisition became effective on May 15, 2014. The Company issued 280,069 shares of Series F Preferred Stock as consideration for this acquisition. The fair value of We Three LLC was $1,000,000 as set forth below. Based on the price of $2.50 per share for the Series F Preferred Stock, the fair value of the stock issuance of Series F Preferred Stock was $700,174, resulting in the gain of $299,826 on investment in We Three, which was offset the goodwill impairment at the end of 2014. Fair Value Cash $ 37,000 Property and equipment 88,000 Goodwill 957,000 Liabilities (7,000 ) Notes payable - related party (75,000 ) Total $ 1,000,000 Romeo's NY Pizza On September 30, 2014, the Company completed the acquisition of Romeos NY Pizza. The Company issued 400,000 shares of Series D Preferred Stock as consideration for this acquisition. Based on the price of $2.50 per share for the Series D Preferred Stock, the acquisition consideration represents a $1,000,000 valuation. Fair Value Cash $ 39,000 Other current assets 25,000 Property and equipment 477,000 Goodwill 712,000 Accounts payable and accrued expenses (65,000 ) Notes payable (120,000 ) Notes payable - related party (68,000 ) $ 1,000,000 Edge View Properties, Inc. On July 11, 2014, the Company completed the acquisition of Edge View Properties, Inc. The Company issued 241,199 shares of Series E Preferred Stock as consideration for this acquisition. Based upon the price of $2.50 per share for the Series E Preferred Stock, the acquisition consideration represents a $603,000 valuation. The Series E Preferred Stock were adjusted as a result of the authorization and declaration of a special distribution with a conversion rate of 1 to 5 Common Stock ("Special Conversion"). The Special Conversion right is granted as a result of a Lock-Up/Leak-Out clause designated by Cardiff pursuant to the terms of this acquisition. Fair Value Cash $ Land 603,000 $ 603,000 The results of the operations for the acquired entities have been included in the consolidated financial statements since the date of the acquisitions. The following table presents the unaudited pro forma results of continuing operations for the year ended December 31, 2014, as if the acquisitions had been consummated at the beginning of the period presented. The pro forma results of continuing operations are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisitions occurred at the beginning of the years presented or the results which may occur in the future. CARDIFF INTERNATIONAL, INC. Pro Forma Condensed Combined Statement of Operations For the year ended December 31, 2014 CDIF We Three Romeo's NY Pizza Edge View Pro forma adjustment Pro forma combined total Revenue: $ $ 83,977 $ 1,643,072 $ $ $ 1,727,049 Cost of sales 45,775 163,096 208,871 Food and beverage 464,301 464,301 Labor 755 590,798 591,553 Total cost of sales 46,530 1,218,195 1,264,725 Gross profit 37,447 424,877 462,324 Operating expenses: Marketing, general and administrative 536,944 47,894 97,506 284 682,629 Occupancy costs 49,182 279,682 3,111 331,975 Depreciation 7,269 68,877 33 76,179 Professional fees 102,319 7,500 20,930 2,034 132,782 Total operating expenses: 688,445 62,662 466,996 5,462 1,223,565 Net loss from operations (688,445 ) (25,215 ) (42,118 ) (5,462 ) (761,240 ) Other income (expenses): Directors' and officers' stock compensation (11,682,560 ) (11,682,560 ) Non-employee stock compensation (30,000 ) (30,000 ) Impairment loss on goodwill (1,707,153 ) (1,707,153 ) Gain on debt conversion 822,080 822,080 Gain on investment in We Three 299,826 299,826 Change in value of derivative liability (35,590 ) (35,590 ) Interest income (expense) (60,255 ) (621 ) (610 ) (61,486 ) Other income (expense) 5,049 5,049 Total other income (expenses) (12,393,652 ) 4,429 (610 ) (12,389,833 ) Net income (loss) before income taxes (13,082,097 ) (25,215 ) (37,690 ) (6,072 ) (13,151,074 ) Income taxes (benefit) NET INCOME (LOSS) $ (13,082,097 ) $ (25,215 ) $ (37,690 ) $ (6,072 ) $ $ (13,151,074 ) (LOSS) PER COMMON SHARE - Basic $ (11.41 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES - Basic 1,152,779 |
3. Land
3. Land | 12 Months Ended |
Dec. 31, 2014 | |
Real Estate [Abstract] | |
Land | As of December 31, 2014, the Company had land of $603,000 located in Salmon, Idaho with area of approximately 30 acres, which was in connection with the acquisition of Edge View Properties, Inc. in July 2014. The Company issued 241,199 shares of Series E Preferred Stock as consideration for this acquisition. Based on the price of $2.50 per share, the acquisition consideration represents a $603,000 valuation. The land is currently vacant and is expected to be developed into residential community. The value of the land is not subject to be depreciated. |
4. Accrued Expenses
4. Accrued Expenses | 12 Months Ended |
Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | As of December 31, 2014 and 2013, the Company had accrued expenses of $626,330 and $814,265, respectively, consisted of the following: December 31, 2014 December 31, 2013 Accrued salaries $ 450,000 $ 49,500 Accrued expenses - other 176,330 764,765 Total $ 626,330 $ 814,265 |
5. Related Party Transactions
5. Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Due to Officers and Officer Compensation The Company borrows funds from Daniel Thompson, who is a Shareholder and Officer of the Company. The terms of repayment stipulate the loans are due 24 months after the launch of the Legacy Tuition Card (or prior to such date) at an annual interest rate of six percent. In addition, the Company has an employment agreement, renewed May 15, 2014, with Daniel Thompson whereby the Company provides for compensation of $20,000 per month. As the Chairman of the Board of Directors (Board). Mr. Thompsons compensation had previously been $25,000 per month as President and Chief Executive Officer (CEO). A total salary of $262,500 was reflected as an expense for Mr. Thompson during the year ended December 31, 2014. During the year ended December 31, 2104, Mr. Thompson paid expenses on behalf of the Company totaling $100,000 reflected as rent and other expenses. A total salary of $262,500 and $205,500 was reflected as an expense to Daniel Thompson during the years ended December 31, 2014 and 2013, respectively. During the year ended December 31, 2013, Mr. Thompson exchanged his accrued salary of $300,000 and advances and interest for 187,377 shares of Series B Preferred Stock with an aggregate value of $468,443. During the year ended December 31, 2013, the Company issued 1,880,848,703 shares of its Common Stock to Mr. Thompson for services as the Companys Chief Executive Officer with an aggregate value of $2,257,018. The total balance due to Daniel Thompson for accrued salaries, advances, and accrued interest, at December 31, 2014 and December 31, 2013, was $362,500 and $0, respectively. Effective May 15, 2014 the Company agreed to change Daniel Thompsons compensation to $20,000 per month from $25,000. The Company has an employment agreement with a former President, Ms. Roberton, whereby the Company provides for compensation of $25,000 per month beginning May 15, 2014. A total salary of $187,500 was reflected as an expense during the year ended December 31, 2014. The total balance due to the President for accrued salaries at December 31, 2014 and December 31, 2013, was $187,500 and $0, respectively, (See Separation Agreement and resolution) agreement. The Company had an employment agreement with the former President whereby the Company provided for compensation of $15,000 per month. A total salary of $67,500 and $180,000 was accrued and reflected as an expense during each of the years ended December 31, 2014 and 2013, respectively. During the year end December 31, 2013, the President exchanged his accrued salary for 155,800 shares of Series B Preferred Stock with an aggregate value of $389,500. The total balance due to the former President for accrued salaries at December 31, 2014 and 2013, was $0 and $0, respectively. The total balance due others for accrued salaries at December 31, 2014 and December 31, 2013, was $0 and $49,500, respectively. On October 10, 2014, the Company appointed Kathleen Robertson, the Company's CEO, and Jason Levy, the Company's Chief Operating Officer to the Board. In conjunction with the appointment, 1,500,000 shares of Common Stock, was issued to both Ms. Roberton and Mr. Levy, and 1,427,200 shares of Common Stock was issued to Mr. Thompson as Chairman. During the year end December 31, 2013, a former President, Joseph Di Leonardo, exchanged his accrued salary, advances and other interests for 155,800 shares of Series B Preferred Stock with an aggregate value of $389,500. The total balance due to the President and Chairman positions for accrued salaries at December 31, 2014 and December 31, 2013, was $450,000 and $0, respectively. Notes Payable Related Party The Company has entered into several loan agreements with related parties (see above; Note 6, Notes Payable Related Party; and Note 7, Convertible Notes Payable Related Party). |
6. Notes Payable
6. Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes payable at December 31, 2014 and 2013 are summarized as follows: December 31, 2014 December 31, 2013 Notes Payable Unrelated Party $ 129,032 $ 50,000 Notes Payable Related Party 100,000 125,000 Discount on notes (50,075 ) Total $ 229,032 $ 124,925 Current portion (129,032 ) (50,000 ) Long-term portion $ 100,000 $ 74,925 Notes Payable Unrelated Party Legacy Investors, LLC On August 5, 2004, the Company entered into a loan agreement with Legacy Investors, LLC, a Florida limited liability company. The initial loan amount of $1,000,000 (the Initial Loan Amount) was made by Legacy Investors, LLC upon the satisfaction of the post-closing covenant, comprised of a convertible debenture in the amount of $500,000 and an initial debenture for the amount of $500,000. The convertible debenture and initial debentures bore interest at 10.00% per year and matured in August 2006. The indebtedness was convertible into Series B Preferred Stock and one share of Series C Preferred Stock. On December 5, 2013, the remaining balance of the note and related accrued interest was converted into 480,186 shares of Series B Preferred Stock and one share of Series C Preferred Stock. The balance on the note payable was $0 at each of the years ended December 31, 2014 and 2013, respectively. The Company was in default on this loan agreement until the conversion in December 2013. Maricopa Equity Management Corporation On October 27, 2005, the Company entered into a loan agreement in the amount of $100,000 with Maricopa Equity Management Corporation. The loan bore interest at 8% per annum and became due at the closing of the merger with Cardiff. In connection with the loan, the Company issued 100,000 shares of Common Stock in 2005. On December 5, 2013, the remaining balance of the note and related accrued interest was converted into 57,600 shares of Series B Preferred Stock and 1 share of Series C Preferred Stock. The balance on the loan was $0 at each of the years ended December 31, 2014 and 2013, respectively. International Card Establishment, Inc. The Company entered into an agreement with International Card Establishment, Inc. (ICE) on April 19, 2007, whereby ICE will be the exclusive provider for the rewards and loyalty programs related to merchant contributions to a 529 College Savings Plan. ICE failed to deliver on its obligations to the Company, and subsequently discontinued operations in 2014, releasing the Company from all agreements, notes, or obligations in connection with ICE. In conjunction with other business activities, the Company issued 1,500,000 warrants to purchase its Common Stock, exercisable at $0.20 per share, which expired June 2, 2014. As a result of the warrants issued, the Company recorded $13,639 in debt discount during 2009, which is now reversed and a gain recorded for the extinguishment of the $50,000 note that was received as an advance in the second quarter of 2008. On March 12, 2009, the Company entered into a preferred debenture agreement with a shareholder for $20,000. The note bore interest at 12% per year and matured on September 12, 2009. In conjunction with the preferred debenture, the Company issued 2,000,000 warrants to purchase its Common Stock, exercisable at $0.10 per share and expired on March 12, 2014. As a result of the warrants issued, the Company recorded a $20,000 debt discount during 2009 which has been fully amortized. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on this debenture. On March 24, 2011, the Company amended the note and the principal balance was reduced to $15,000. The Company was due to pay annual principal payments of $5,000 plus accrued interest beginning March 12, 2012. On July 20, 2011, the Company repaid $5,000 of the note. As of December 31, 2012, the warrants had not been exercised. As of December 31, 2014, the Company is in default on this debenture. The balance of the note was $10,989 and $10,000 at December 31, 2014 and 2013, respectively. On March 10, 2011, the Company entered into a promissory note agreement with a shareholder for $25,000. The note bears interest at eight percent per year and matures on March 10, 2015. Interest is payable annually on the anniversary of the note, and the principal and any unpaid interest are due upon maturity. In conjunction with the note, the Company issued 1,250,000 shares of its Common Stock to the lender. As a result of the issuance of these shares, the Company recorded a debt discount of $25,000 during 2011. On December 5, 2013, the remaining balance of the note and related accrued interest was converted into 10,320 shares of Series B Preferred Stock and one share of Series C Preferred Stock. The balance of the note, net of discount, was $0 and $0 at December 31, 2014 and 2013, respectively. Notes Payable Related Party On March 10, 2011, the Company entered into a Promissory Note agreement with a shareholder for $25,000. The Note bears interest at 8% per year and matures on March 10, 2015. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 1,250,000 shares of its common stock to the lender. As a result of the issuance of these shares, the Company recorded a debt discount of $25,000 during 2011. The balance of the note, net of discount was $0 and $18,850 at December 31, 2014 and 2013, respectively. On September 7, 2011, the Company entered into a Promissory Note agreement (Note 1) with a related party for $50,000. Note 1 bears interest at 8% per year and matures on September 7, 2016. Interest is payable annually on the anniversary of Note 1, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 1, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction with Note 1, the Company recorded a $50,000 debt discount during 2011. The balance of Note 1, net of debt discount, was $50,000 and $26,870 at December 31, 2014 and December 31, 2013, respectively. On November 17, 2011, the Company entered into a Promissory Note agreement (Note 2) with a related party for $50,000. Note 2 bears interest at 8% per year and matures on November 17, 2016. Interest is payable annually on the anniversary of Note 2, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 2, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction with Note 2, the Company recorded a $50,000 debt discount during 2011. The balance of Note 2, net of debt discount, was $50,000 and $29,205 at December 31, 2014 and December 31, 2013, respectively. The following is a schedule showing the future minimum loan payments in the future 5 years. Year ending December 31, 2014 $ 129,032 2015 0 2016 100,000 2017 0 2018 0 Total $ 229,032 |
7. Convertible Notes Payable
7. Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Some of the Convertible Notes issued as described below included an anti-dilution provision that allowed for the adjustment of the conversion price. The Company considered the guidance provided by the FASB in Determining Whether an Instrument Indexed to an Entitys Own Stock Convertible notes at December 31, 2014 and December 31, 2013 are summarized as follows: 2014 2013 Unrelated Party $ 9,000 $ 30,750 Related Party 165,000 165,000 Total - Current $ 174,000 $ 195,750 Convertible Notes Payable Unrelated Party On August 10, 2012, the Company entered into an unsecured Convertible Promissory Note agreement (Note 3) with an unrelated party for $15,000 and $7,500. Note 3 bore interest at eight percent per year and matured on May 4, 2013. Note 3 and any accrued and outstanding interest was convertible into the Companys Common Shares at a discount of 45% of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ended on the latest complete Trading Day prior to the Conversion Date. The balance of Note 3 was $0 and $22,500 at December 31, 2014 and December 31, 2013, respectively. On December 3, 2012, the Company entered into an unsecured Convertible Promissory Note agreement (Note 4) with an unrelated party for $8,250. Note 4 bore interest at eight percent per year and matured on September 5, 2013. Note 4 and any accrued and outstanding interest was convertible into the Companys Common Shares at a discount of 45% of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ended on the latest complete Trading Day prior to the Conversion Date. The balance of Note 4 was $0 and $8,250 at December 31, 2014 and December 31, 2013, respectively. During the year ended December 31, 2014, the principal and accrued interest of Note 3 and Note 4 in total amount of $32,010 was converted into 2,496 shares of common stock of the Company per the requests from the noteholders. On April 17, 2014, the Company entered into an unsecured Convertible Note (Note 5) in the amount of $9,000. Note 5 was convertible into Common Shares of the Company at $0.005 per share at the option of the holder. Note 5 bore interest at eight percent per year, matured on June 17, 2014, and was unsecured. All principal and unpaid accrued interest was due at maturity. The balance of Note 5 was $9,000 and $0 at December 31, 2014 and December 31, 2013, respectively. Convertible Notes Payable Related Party On April 21, 2008, the Company entered into an unsecured Convertible Debenture (Debenture 1) with a shareholder in the amount of $150,000. Debenture 1 was convertible into Common Shares of the Company at $0.03 per share at the option of the holder no earlier than August 21, 2008. Debenture 1 bore interest at 12% per year, matured in August 2009, and was unsecured. All principal and unpaid accrued interest was due at maturity. In conjunction with the Debenture 1, the Company also issued warrants to purchase 5,000,000 shares of the Companys Common Stock at $0.03 per share. The warrants expired on April 20, 2013. As a result of issued warrants, the Company recorded a $150,000 debt discount during 2008 which has been fully amortized. The Company is in default on Debenture 1, and the warrants have not been exercised. The balance of Debenture 1 was $150,000 and $150,000 at December 31, 2014 and December 31, 2013, respectively. On March 11, 2009, the Company entered into an unsecured Convertible Debenture (Debenture 2) with a shareholder in the amount of $15,000. Debenture 2 was convertible into Common Shares of the Company at $0.03 per share at the option of the holder. Debenture 2 bore interest at 12% per year, matured on March 11, 2014, and was unsecured. All principal and unpaid accrued interest was due at maturity. The balance of Debenture 2 was $15,000 and $15,000 at December 31, 2014 and December 31, 2013, respectively. The following is a schedule showing the future minimum loan payments in the future 5 years. Year ending December 31, 2014 $ 174,000 2015 0 2016 0 2017 0 2018 0 Total $ 174,000 |
8. Derivative Liability
8. Derivative Liability | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Derivative Liability | In April 2008, the FASB issued a pronouncement that provides guidance on determining what types of instruments or embedded features in an instrument held by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. This pronouncement was effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of these requirements can affect the accounting for warrants and many convertible instruments with provisions that protect holders from a decline in the stock price (or down-round provisions). For example, warrants with such provisions will no longer be recorded in equity. Down-round provisions reduce the exercise price of a warrant or convertible instrument if a company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price. The Company evaluated whether convertible debt and warrants to acquire stock of the Company contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price under the respective convertible debt and warrant agreements. The Company determined that the notes and the conversion features of certain notes contained such provisions and recorded such instruments as derivative liabilities upon issuance. In addition, in periods prior to July 1, 2012, the Company did not have enough authorized shares to issue common shares resulting in the potential exercise or conversion of its issued and outstanding options, warrants or convertible notes. Accordingly, these instruments were reflected as derivative liabilities as of June 30, 2012 and prior. In July 2012, the Company was successful in increasing the number of authorized shares in the corporate treasury effectively eliminating the majority of the derivative liability. Derivative liabilities were valued using the weighted-average Black-Scholes-Merton option pricing model, with the following assumptions: December 31, 2014 December 31, 2013 Conversion feature: Risk-free interest rate 0.05% 0.01 % to 0.27% Expected volatility 540% 100% Expected life (in years) 0.003 years 0 2 years Expected dividend yield 0% 0% Fair Value: Conversion feature $132,981 $97,391 Warrants Total $0 $97,391 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected volatility was based on the Companys historical volatility, and the expected life of the instruments is determined by the expiration date of the instrument. The expected dividend yield is based on the fact that the Company has not paid dividends to common stockholders in the past and does not expect to pay dividends to common stockholders in the future. During the year ended December 31, 2014, the principal and accrued interest of Note 3 and Note 4 in total amount of $32,010 was converted into 2,496 shares of common stock of the Company per the requests from the noteholders. The Company determined the appropriate fair value of $132,981 at the conversion date. The Company adjusted its derivative liability to its fair value, and reflected the increase (decrease) in fair value of $35,590 for the year ended December 31, 2014 as Other Expenses on the Consolidated Statements of Operations. The derivative liability of $132,981 was reclassified as additional paid-in capital at the conversion. As a result, the derivative liabilities as of December 31, 2014 was $0. |
9. Payroll Taxes
9. Payroll Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Payroll Taxes | |
Payroll Taxes | The Company previously reported that it has failed to remit payroll tax payments since 2006, as required by various taxing authorities. Payroll taxes and estimated penalties were accrued in recognition of accrued salaries subsequently settled via stock issue and other agreements that did not result in reportable or taxable payroll transactions. These accruals were reversed for prior years, and a similar estimated accrual established for 2014. As of December 31, 2014 and 2013, the Company estimated the amount of taxes, interest, and penalties that the Company could incur as a result of payroll related taxes and penalties to be $38,400 and $412,623, respectively. |
10. Capital Stock
10. Capital Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Capital Stock | Reverse Stock Split: In August 2014, the Board of Directors approved new Articles of Incorporation per the effectuated domicile change which authorized four classes of Preferred Stock: 4 Series A shares authorized, 5,000,000 Series B shares authorized, 250 Series C shares and 100,000,000 Blank Check Preferred shares authorized. The principal features of the Company's capital stock are as follows: In August 2014, the Board of Directors approved an amendment to the Companys Articles of Incorporation to amend Series B Preferred Stock Authorized & Designations, Rights & Privileges and to authorize three additional classes of Preferred Stock. After this action, the Company has five classes of Common Stock and Preferred Stock. Series A Preferred Stock As of December 31, 2014 and 2013, the Company has designated four shares of preferred stock as Series A Preferred Stock (Series A), with a par value of $.0001 per share, of which one share of preferred stock is issued and outstanding. Series A is authorized to have four shares which do not bear dividends and converts to common shares at four times the sum of: all shares of Common Stock issued and outstanding at time of conversion plus all shares of Series B Preferred Stock issued and outstanding at time of conversion divided by the number of issued Class A shares at the time of conversion, and have voting rights four times the sum of: all shares of Common Stock issued and outstanding at time of voting plus all shares of Series B Preferred Stocks issued and outstanding at time of voting divided by the number of Class A shares issued at the time of voting. Series B Preferred Stock As of December 31, 2014 and amended from December 31, 2013, the Company has designated 5,000,000 shares of preferred stock as Series B Preferred Stock (Series B), with a par value $0.001 and $2.50 price per share, of which 5,270,693 shares of preferred stock are issued and outstanding. Shares of Series B are anti-dilutive to reverse splits. The conversion rate of shares of Series B, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split. Each one share of Series B shall have no voting rights. The price of each share of Series B may be changed either through a majority vote of the Board of Directors through a resolution at a meeting of the Board of Directors, or through a resolution passed at an Action Without Meeting of the unanimous Board of Directors, until such time as a listed secondary and/or listed public market develops for the shares. During the year ended December 31, 2014, the Company sold 81,993 shares of Series B to various investors at a price of $2.50 per share, or totaled $204,983 in cash. During the year ended December 31, 2014, the Company issued 600,000 shares of Series B preferred stock to officers for services rendered. The fair value of this stock issuance was determined by the private placement price of $2.5 per share in the arms-length transactions. Accordingly, the Company recognized stock based compensation of $1,500,000 to employees. During the year ended December 31, 2014, the Company issued 11,999 shares of Series B preferred stock and 1 share of Series C preferred stock to certain consultants for marketing services rendered. The fair value of this stock issuance was determined by the private placement price of $2.5 per share in the arms-length transactions. Accordingly, the Company recognized stock based compensation of $30,000 to non-employees. Series C Preferred Stock As of December 31, 2014 and amended from December 31, 2013, the Company has designated 250 shares of preferred stock as Series C Preferred Stock (Series C), with a par value of $.00001 per share, of which 113 shares are issued and outstanding. Shares of Series C are non-dilutive to reverse splits. The conversion rate of shares of Series C, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split. Each one share of Series C converts to 100,000 shares of Common Stock. Each share of Series C shall have one vote for any election or other vote placed before the shareholders of the Company. The price of each share of Series C may be changed either through a majority vote of the Board of Directors through a resolution at a meeting of the Board of Directors, or through a resolution passed at an Action Without Meeting of the unanimous Board of Directors, until such time as a listed secondary and/or listed public market develops for the shares. Shares of Series C may not be converted into shares of Common Stock for a period of: a) six months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) 12 months if the Company does not file such public reports. During the year ended December 31, 2014, the Company sold 33 shares of Series C to various investors at a price of $2.50 per share, or totaled $83 in cash. Blank Check Preferred Stock As of December 31, 2014 and amended from December 31, 2013, the Company has designated 100,000,000 shares of Blank Check Preferred Stock, of which 1,041,200 shares have been issued with Designations, Rights & Privileges. The following Series have been assigned from the inventory of Blank Check Preferred Shares. The amount of Blank Check Preferred Stock is 98,958,800 as of December 31, 2014. Series D Preferred Stock On June 30, 2014, the Company completed the acquisition of Romeos NY Pizza. The Company issued 400,000 shares of Series D Preferred Stock (Series D) as consideration for this acquisition. Based on the price of $2.50 per share, the acquisition consideration represents a $1,000,000 valuation. Shares of Series D are anti-dilutive to reverse splits. The conversion rate of shares of Series D, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split. Each one share of Series D shall have voting rights equal to one vote of Common Stock. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series D shall vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporations Certificate of Incorporation or Bylaws. The initial price of each share of Series D shall be $2.50. Series E Preferred Stock On July 11, 2014, the Company completed the acquisition of Edge View Properties, Inc. The Company issued 241,199 shares of Series E Preferred Stock (Series E) as consideration for this acquisition. Based on the price of $2.50 per share, the acquisition consideration represents a $603,000 valuation. Shares of Series E are anti-dilutive to reverse splits. The conversion rate of shares of Series E, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split. Each one share of Series E shall have voting rights equal to one vote of Common Stock. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series E shall vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporations Certificate of Incorporation or Bylaws. The initial price of each share of Series E shall be $2.50. Series F Preferred Stock On May 15, 2014, the Company completed the acquisition of We Three, LLC (d/b/a Affordable Housing Initiative) (AHI). The Company issued 280,069 shares of Series F Preferred Stock (Series F) as consideration for this acquisition. The fair value of We Three LLC was $1,000,000 (see Note 2). Based on the price of $2.50 per share for the Series F Preferred Stock, the fair value of the stock issuance of Series F Preferred Stock was $700,174, resulting in the gain of $299,826 on investment in We Three, which was offset the goodwill impairment at the end of 2014. In addition, the Company sold 156,503 shares of Series F1 Preferred Stock (Series F1), to various investors at a price of $2.50 per share, or totaled $391,248 in cash. Shares of Series F are anti-dilutive to reverse splits. The conversion rate of shares of Series F, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split. Each one share of Series F shall have voting rights equal to five votes of Common Stock. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series F shall vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporations Certificate of Incorporation or Bylaws. The initial price of each share of Series F shall be $2.50. Common Stock 2014 In September 2014, the Board of Directors approved increasing the number of authorized shares of Common Stock from 250,000 to 5,000,000, par value of $0.001. On August 22, 2014, the Company effectuated a Reverse Stock Split of its outstanding and authorized shares of Common Stock at a ratio of one for twenty five thousand (1:25,000). As a result of the Reverse Stock Split, the Companys authorized shares of Common Stock were decreased from 5,000,000,000 to 250,000 shares and it authorized four-- classes of Preferred Stock. Upon the effectiveness of the Reverse Stock Split, which occurred on September 12, 2014, the Companys issued, outstanding and authorized shares of Common Stock was decreased from 2,516,819,560 to 100,673 issued and outstanding shares and 250,000 authorized shares, all with a par value of $0.00001. Accordingly, all share and per share information has been restated to retroactively show the effect of the Reverse Stock Split. During the year ended December 31, 2014, the Company issued 4,427,200 shares of common stock to officers for services rendered. The fair value of the common stock issuance was determined by the fair value of our common stock on the grant date, at a price of approximately $2.3 per share. Accordingly, the Company recognized stock based compensation of $10,182,560 to employees. During the year ended December 31, 2014, the Company issued 417,896 shares of common stock for note conversion in amount of $36,930 per the requests from the noteholders. 2013 In October 2013, the Board of Directors approved increasing the number of authorized shares of Common Stock from 250,000,000 to 3,000,000,000 and authorized two2 classes of Preferred Stock. During the year ended December 31, 2013, the Company issued 17,895 shares of Common Stock for $4,110 in cash and conversion of debt of $33,600. |
11. Stock Options and Warrants
11. Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options and Warrants | Employee Stock Options The following table summarizes the changes in the options outstanding at December 31, 2014, and the related prices for the shares of the Companys Common Stock issued to employees of the Company under a non-qualified employee stock option plan: Range of Exercise Prices Number Outstanding Weighted Aver ge Exercise Price Weighted Average Remaining Contractual Life Number Exercisable Weighted Average Exercise Price $ 0.10 100 $ 0.10 8.24 100 $ 0.10 100 8.24 100 A summary of the Companys stock awards for options as of December 31, 2014 and changes for the year ended December 31, 2014 is presented below: Stock Options Weighted Average Exercise Price Outstanding, December 31, 2013 100 $ 0.10 Granted Exercised Expired/Cancelled Outstanding, December 31, 2014 100 $ 0.10 Exercisable, December 31, 2014 100 $ 0.10 weighted-average fair value of stock options granted to employees during the year ended December 31, 2014 and 2013, respectively, and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes-Merton (Black-Scholes) option pricing model are as follows: December 31, 2014 December 31, 2013 Significant assumptions (weighted-average): Risk-free interest rate at grant date 0.31 to 1.71% 0.31 to 1.71% Expected stock price volatility 100% 100% Expected dividend payout Expected option life (in years) 5.00 5.00 Expected forfeiture rate 0% 0% Fair value per share of options granted $ 0.17 $ 0.17 The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option awards. The Company estimates the volatility of its Common Stock based on the calculated historical volatility of similar entities in industry, in size, and in financial leverage, whose share prices are publicly available. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. The Company has not paid any cash dividends on its Common Stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model. There were no options exercised during the period ended December 31, 2014 or 2013. Total stock-based compensation expense in connection with options granted to employees recognized in the Consolidated Statements of Operations for the years ended December 31, 2014 and 2013 was $0 and $0, respectively, net of tax effect. Total stock-based compensation expense in connection with options granted to non-employees recognized in the Consolidated Statements of Operations for the years ended December 31, 2014 and 2013 was $0 and $0, respectively, net of tax effect. Additionally, none of the options outstanding and unvested as of December 31, 2014 had any intrinsic value. Warrants The following table summarizes the changes in the warrants outstanding at December 31, 2014, and the related prices for the shares of the Companys Common Stock issued to non-employees of the Company. These warrants were issued in lieu of cash compensation for services performed or financing expenses and in connection with the private placements. Range of Exercise Prices Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life Number Exercisable Weighted Average Exercise Price $ 0.01 - $0.15 187 $ 0.13 1.23 187 $ 0.13 $ 0.20 202 $ 0.20 0.68 202 $ 0.20 389 0.94 389 A summary of the Companys stock awards for warrants as of December 31, 2014 and changes for the period ended December 31, 2014 is presented below: Warrants Weighted Average Exercise Price Outstanding, December 31, 2013 674 0.12 Granted Exercised Expired/Cancelled (285 ) 0.05 Outstanding, December 31, 2014 389 0.17 Exercisable, December 31, 2014 389 0.17 |
12. Commitments and Contingenci
12. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
12. Commitments and Contingencies | Operating Leases There was no rent expense for the years ended December 31, 2014 and 2013 as such office space was contributed at no cost by Daniel Thompson, the imputed effects of which are immaterial to the consolidated financial statements taken as a whole. |
13. Income Taxes
13. Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | At December 31, 2014, the Company had federal and state net operating loss carry forwards of approximately $39,000,000 that expire in various years through the year 2034. Due to operating losses, there is no provision for current federal or state income taxes for the year ended December 31, 2014 and 2013. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes. The Companys deferred tax asset at December 31, 2014 and 2013 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $15,210,000 and $10,140,000, respectively, less a valuation allowance in the amount of approximately $15,210,000 and $10,140,000, respectively. Because of the Companys lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in both 2014 and 2013. The valuation allowance increased by approximately $5,070,000 for the year ended December 31, 2014. The Companys total deferred tax asset as of December 31, 2014 and 2013 is as follows: December 31, December 31, Deferred tax assets $ 15,210,000 $ 10,140,000 Valuation allowance (15,210,000 ) (10,140,000 ) Net deferred tax asset $ $ The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the years ended December 31, 2014 and 2013 is as follows: 2014 2013 Income tax computed at the federal statutory rate 34% 34% Income tax computed at the state statutory rate 5% 5% Valuation allowance (39% ) (39% ) Total deferred tax asset 0% 0% |
14. Segment Reporting
14. Segment Reporting | 12 Months Ended |
Dec. 31, 2014 | |
Segment Reporting [Abstract] | |
Segment Reporting | The Company has two reportable operating segments as determined by management using the management approach as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information The mobile home lease segment establishes mobile home business as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, monthly mortgage payments and high property taxes. If bad credit is an issue preventing people from purchasing a traditional house, the Company will provide a financial leasing option with "0" interest on the lease providing a "lease to own" option for their family home. The Company-owned Pizza Restaurant segment includes sales and operating results for all Company-owned restaurants. Assets for this segment include equipment, furniture and fixtures for the Company-owned restaurants. Corporate administration and other assets primarily include the deferred tax asset, cash and short-term investments, as well as furniture and fixtures located at the corporate office and trademarks and other intangible assets. All assets are located within the United States. Summarized in the following tables are net sales and operating revenues, depreciation and amortization expense, income from continuing operations before taxes, capital expenditures and assets for the Company's reportable segments as of and for the fiscal year ended December 31, 2014: December 31, 2014 Revenues: We Three $ 56,870 Romeos NY Pizza 833,531 Others 0 Consolidated revenues $ 890,401 Depreciation: We Three $ 5,521 Romeos NY Pizza 34,439 Others 33 Consolidated depreciation $ 39,992 Loss before taxes We Three $ (21,373 ) Romeos NY Pizza (22,156 ) Others (13,088,168 ) Consolidated loss before taxes $ (13,131,697 ) Assets: We Three $ 169,417 Romeos NY Pizza 159,039 Others 922,400 Combined assets $ 1,250,856 |
15. Subsequent Events
15. Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2014 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those specified below. On June 30, 2016, the Company completed the acquisition of Titancare, LLC. The acquisition became effective (the "Effective day") on June 27, 2016. In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of Titan, par value $0.17 per share ("Titan Preferred Class Stock"), was converted into $0.17 preferred shares (the "Stock Consideration") of the Companys Preferred Class G Stock, par value $0.001 per share ("CDIF Preferred G Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred Titan stockholders at $0.17 per share with a conversion rate of 1 to 1.3 Common Stock payable to Titan shareholders of record as of the close of business on June 27, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of Titan to certain parties designated the Company, which closed on June 27, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition. The Company issued approximately 977.247 shares of CDIF Preferred G Shares as Stock Consideration in the Acquisition. Based on the price of the Companys Preferred G Class of stock on June 27, 2016. The acquisition consideration (based on the value of $0.17 in CDIF Preferred Stock, represents approximately $166,132. The LLC has filed to convert to a Pennsylvania Corporation. An amended 8-K will be filed with audited financials by September 7, 2016. Second Acquisition: On June 29, 2016, the Company completed the acquisition of York County In Home Care, Inc. The acquisition became effective (the "Effective day") on June 27, 2016. In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of York, par value $0.17 per share ("York Preferred Class Stock"), was converted into $0.17 preferred shares (the "Stock Consideration") of the Companys Preferred Class G Stock, par value $0.001 per share ("CDIF Preferred G Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred York stockholders at $0.17 per share with a conversion rate of 1 to 1.3 Common Stock payable to York shareholders of record as of the close of business on June 29, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of York to certain parties designated by the Company, which closed on June 29, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition. The Company issued approximately 8,235,294 shares of CDIF Preferred G Shares as Stock Consideration in the Acquisition. Based on the price of the Companys Preferred G Class of stock on June 29, 2016. The acquisition consideration (based on the value of $0.17 in CDIF Preferred Stock, represents approximately $1,400,000.00. An amended 8-K will be filed with audited financials by September 9, 2016. |
1. Summary of Significant Acc22
1. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Legacy Card Company (Legacy) was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff International, Inc. (Cardiff, the Company), a publicly held corporation. In the first quarter of 2013, it was decided to restructure Cardiff into a holding company that adopted a new business model known as "Collaborative Governance," a form of governance enabling businesses to take advantage of the power of a public company. Cardiff began targeting the acquisition of undervalued, niche companies with high growth potential, income-producing commercial real estate properties, and high return investments, all designed to pay a dividend to the Companys shareholders. The reason for this strategy was to protect the Companys shareholders by acquiring profitable small- to minimum-sized businesses with little to no debt, seeking support with both financing and management that had the ability to offer a return to investors. The plan is to establish new classes of preferred stock to streamline voting rights, negate debt, and acquire new businesses. By December of 2013, the Company had negated more than 90% of all its debt; by July of 2014, the Company had completed the acquisition of three businesses: We Three, LLC; Romeos NY Pizza; and Edge View Properties, Inc. The Company delayed the filing of its Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2014 due to difficulty obtaining information from another acquisition, which was subsequently unwound. |
Description of Business | Description of Business Cardiff is a holding company that adopted a new business model known as "Collaborative Governance. To date, the Company is not aware of any other domestic holding company using the same business philosophy or governing policies. The Companys business footprint is to acquire strong companies that meet the following criteria: (1) in business for a minimum of two years; (2) profitable; (3) good management team; (4) little to no debt; and (5) assets of a minimum of $1,000,000. Cardiff continues to practice all business ethics under the Securities Exchange Act of 1934 To date, Cardiff consists of three subsidiaries: We Three, LLC; Romeos NY Pizza; and Edge View Properties, Inc. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Cardiff International, Inc., and its wholly-owned subsidiaries: We Three, LLC; Romeos NY Pizza; and Edge View Properties, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. Certain prior period amounts may have been reclassified for consistency with the current period presentation. These reclassifications would have no material effect on the reported financial results. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Revenue Recognition | Revenue Recognition In general, the Company recognizes revenue on an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured. Rental Income The Companys rental income is derived from the mobile home leases. The expired leases are considered month-to-month leases. In accordance with section 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition, the cost of property held for leasing by major classes of property according to nature or function, and the amount of accumulated depreciation in total, is presented in the accompanying December 31, 2014 consolidated balance sheet. There are no contingent rentals included in income in the accompanying statements of operations. With the exception of the month-to-month leases, revenue is recognized on a straight-line basis and amortized into income on a monthly basis, over the lease term. Restaurant Sales Revenue from restaurant sales is recognized when food and beverage products are sold. The Company reports revenue net of sales taxes collected from customers and remitted to governmental taxing authorities. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and indefinite-lived brands are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believe such assumptions are also comparable to those that would be used by other marketplace participants. During the year ended December 31, 2014, goodwill of $1,707,153 resulted from the business acquisitions in 2014 was impaired in full. |
Valuation of long-lived assets | Valuation of long-lived assets In accordance with the provisions of Accounting Standards Codification (ASC) Topic 360-10-5, Impairment or Disposal of Long-Lived Assets |
Valuation of Derivative Instruments | Valuation of Derivative Instruments Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815-10, Derivatives and Hedging (ASC 815-10) |
Fair Value Measurements | Fair Value Measurements Fair value is defined as 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. Assets and liabilities recorded at fair value in the Consolidated Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entitys own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level Input Input Definition Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The following table presents certain investments and liabilities of the Companys financial assets measured and recorded at fair value on the Companys Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2014 and 2013. Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability December 31, 2014 $ $ $ $ Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability December 31, 2013 $ $ $ $ |
Stock Based Compensation | Stock-Based Compensation Employees The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Companys most recent private placement memorandum (based on sales to third parties), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: · Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. · Expected volatility of the entitys shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market · Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Companys current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. · Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations. Stock-Based Compensation Non Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (Sub-topic 505-50). Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Companys most recent private placement memorandum, or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: · Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holders expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holders expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. · Expected volatility of the entitys shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. · Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Companys current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. · Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the following estimated useful lives: Classification Useful Life Equipment, furniture and fixtures 5 - 7 yrs Leasehold improvements 10 yrs or lease term, if shorter During the years ended December 31, 2014 and 2013, depreciation and amortization expense was $39,992 and $155, respectively. |
Income Taxes | Income Taxes Income taxes are determined in accordance with ASC Topic 740, Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2015 and 2014, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2015 and 2014, the Company did not have any significant unrecognized uncertain tax positions. |
Stock Split | Stock Split Upon filing Articles of Domestication with the state of Florida on August 22, 2014, the Board authorized and approved a reverse stock split of one for twenty five thousand (1:25,000) of the Corporation's total issued, outstanding and authorized shares of Common Stock (Stock Split). The change in domicile was effectuated on September 2, 2014, under the laws of the state of Florida. The Stock Split was effectuated on September 12, 2014, upon filing the appropriate documentation with the Financial Industry Regulatory Authority, Inc. (FINRA). The Stock Split decreased the Corporation's total issued and outstanding shares of Common Stock from 2,516,819,560 to 100,673 and the total authorized shares of Common Stock from 3,000,000,000 to 120,000 shares of Common Stock. The Common Stock remained at $0.00001 par value. On September 15, 2014, the Company increased the authorized shares of Common Stock to 5,000,000 and increased the par value to $0.001. On April 7, 2015, the Board of Directors of Cardiff International, Inc., a Florida corporation (the Corporation) authorized Fifty Million (50,000,000) shares of Common Stock, par value of $0.001. This increase was authorized for a) upcoming acquisitions; b) increased growth; c) to maintain control (the Control Block); d) compensate employees. In the event shares are issued, they will be issued as restricted shares. |
Earnings (Loss) per Share | Earnings (Loss) per Share FASB ASC Subtopic 260, Earnings Per Share The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2014 and 2013. During a period of net loss, all potentially dilutive securities are anti-dilutive. Accordingly, for the year ended December 31, 2014, potentially dilutive securities have been excluded from the computations since they would be anti-dilutive. However, these dilutive securities could potentially dilute earnings per share in the future: Year Year Ended Ended December 31, 2014 December 31, 2013 Numerator: Net income (loss) $ (13,131,697 ) $ (10,982,795 ) Interest on convertible notes Net income available for common shareholders (13,131,697 ) (10,982,795 ) Denominator: Weighted-average shares outstanding 1,152,779 18,845 Effect of dilutive securities Weighted-average diluted shares outstanding 1,152,779 18,845 Basic earnings (loss) per share $ (11.39 ) $ (582.78 ) Diluted earnings (loss) per share $ (11.39 ) $ (582.78 ) |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company is in the development stage and, as such, has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Companys ability to continue as a going concern. As of December 31, 2014, the Company had shareholders deficit of $158,698. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. As a result, the Companys independent registered public accounting firm, in its report on the Companys December 31, 2014 consolidated financial statements, has raised substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has evaluated all of the recent accounting pronouncements through the filing date of these financial statements and believes that none of them will have a material effect on the Companys consolidated financial statements. Accounting Standards Update (ASU) 2014-10, Development Stage Entities (ASU 2014-10) On June 10, 2014, the FASB issued update ASU 2014-10 (Topic 915). Among other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity; (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged; and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014, and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. |
1. Summary of Significant Acc23
1. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Fair value of derivative liability | Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability December 31, 2014 $ $ $ $ Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability December 31, 2013 $ $ $ $ |
Earnings (loss) per share | Year Year Ended Ended December 31, 2014 December 31, 2013 Numerator: Net income (loss) $ (13,131,697 ) $ (10,982,795 ) Interest on convertible notes Net income available for common shareholders (13,131,697 ) (10,982,795 ) Denominator: Weighted-average shares outstanding 1,152,779 18,845 Effect of dilutive securities Weighted-average diluted shares outstanding 1,152,779 18,845 Basic earnings (loss) per share $ (11.39 ) $ (582.78 ) Diluted earnings (loss) per share $ (11.39 ) $ (582.78 ) |
2. Acquisitions (Tables)
2. Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Business acquisition information | We Three, LLC Fair Value Cash $ 37,000 Property and equipment 88,000 Goodwill 957,000 Liabilities (7,000 ) Notes payable - related party (75,000 ) Total $ 1,000,000 Romeo's NY Pizza Fair Value Cash $ 39,000 Other current assets 25,000 Property and equipment 477,000 Goodwill 712,000 Accounts payable and accrued expenses (65,000 ) Notes payable (120,000 ) Notes payable - related party (68,000 ) $ 1,000,000 Edge View Properties, Inc. Fair Value Cash $ Land 603,000 $ 603,000 |
Pro forma revenue from acquisitions | CDIF We Three Romeo's NY Pizza Edge View Pro forma adjustment Pro forma combined total Revenue: $ $ 83,977 $ 1,643,072 $ $ $ 1,727,049 Cost of sales 45,775 163,096 208,871 Food and beverage 464,301 464,301 Labor 755 590,798 591,553 Total cost of sales 46,530 1,218,195 1,264,725 Gross profit 37,447 424,877 462,324 Operating expenses: Marketing, general and administrative 536,944 47,894 97,506 284 682,629 Occupancy costs 49,182 279,682 3,111 331,975 Depreciation 7,269 68,877 33 76,179 Professional fees 102,319 7,500 20,930 2,034 132,782 Total operating expenses: 688,445 62,662 466,996 5,462 1,223,565 Net loss from operations (688,445 ) (25,215 ) (42,118 ) (5,462 ) (761,240 ) Other income (expenses): Directors' and officers' stock compensation (11,682,560 ) (11,682,560 ) Non-employee stock compensation (30,000 ) (30,000 ) Impairment loss on goodwill (1,707,153 ) (1,707,153 ) Gain on debt conversion 822,080 822,080 Gain on investment in We Three 299,826 299,826 Change in value of derivative liability (35,590 ) (35,590 ) Interest income (expense) (60,255 ) (621 ) (610 ) (61,486 ) Other income (expense) 5,049 5,049 Total other income (expenses) (12,393,652 ) 4,429 (610 ) (12,389,833 ) Net income (loss) before income taxes (13,082,097 ) (25,215 ) (37,690 ) (6,072 ) (13,151,074 ) Income taxes (benefit) NET INCOME (LOSS) $ (13,082,097 ) $ (25,215 ) $ (37,690 ) $ (6,072 ) $ $ (13,151,074 ) (LOSS) PER COMMON SHARE - Basic $ (11.41 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES - Basic 1,152,779 |
4. Accrued Expenses (Tables)
4. Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |
Accrued expenses | December 31, 2014 December 31, 2013 Accrued salaries 450,000 49,500 Accrued expenses - other 176,330 764,765 Total 626,330 814,265 |
6. Notes Payable (Tables)
6. Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | December 31, 2014 December 31, 2013 Notes Payable Unrelated Party $ 129,032 $ 50,000 Notes Payable Related Party 100,000 125,000 Discount on notes (50,075 ) Total $ 229,032 $ 124,925 Current portion (129,032 ) (50,000 ) Long-term portion $ 100,000 $ 74,925 |
Future minimum loan payments | Year ending December 31, 2014 $ 129,032 2015 0 2016 100,000 2017 0 2018 0 Total $ 229,032 |
7. Convertible Notes Payable (T
7. Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Convertible notes | 2014 2013 Unrelated Party $ 9,000 $ 30,750 Related Party 165,000 165,000 Total - Current $ 174,000 $ 195,750 |
Schedule of future minimum loan payments for convertible notes payable | Year ending December 31, 2014 $ 174,000 2015 0 2016 0 2017 0 2018 0 Total $ 174,000 |
8. Derivative Liability (Tables
8. Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Derivative assumptions | December 31, 2014 December 31, 2013 Conversion feature: Risk-free interest rate 0.05% 0.01 % to 0.27% Expected volatility 540% 100% Expected life (in years) 0.003 years 0 2 years Expected dividend yield 0% 0% Fair Value: Conversion feature $132,981 $97,391 Warrants Total $0 $97,391 |
11. Stock Options and Warrants
11. Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock options by range of exercise prices | Range of Exercise Prices Number Outstanding Weighted Aver ge Exercise Price Weighted Average Remaining Contractual Life Number Exercisable Weighted Average Exercise Price $ 0.10 100 $ 0.10 8.24 100 $ 0.10 100 8.24 100 |
Option activity | Stock Options Weighted Average Exercise Price Outstanding, December 31, 2013 100 $ 0.10 Granted Exercised Expired/Cancelled Outstanding, December 31, 2014 100 $ 0.10 Exercisable, December 31, 2014 100 $ 0.10 |
Option assumptions | December 31, 2014 December 31, 2013 Significant assumptions (weighted-average): Risk-free interest rate at grant date 0.31 to 1.71% 0.31 to 1.71% Expected stock price volatility 100% 100% Expected dividend payout Expected option life (in years) 5.00 5.00 Expected forfeiture rate 0% 0% Fair value per share of options granted $ 0.17 $ 0.17 |
Schedule of warrants by range of exercise prices | Range of Exercise Prices Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life Number Exercisable Weighted Average Exercise Price $ 0.01 - $0.15 187 $ 0.13 1.23 187 $ 0.13 $ 0.20 202 $ 0.20 0.68 202 $ 0.20 389 0.94 389 |
Warrant activity | Warrants Weighted Average Exercise Price Outstanding, December 31, 2013 674 0.12 Granted Exercised Expired/Cancelled (285 ) 0.05 Outstanding, December 31, 2014 389 0.17 Exercisable, December 31, 2014 389 0.17 |
13. Income Taxes (Tables)
13. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, December 31, Deferred tax assets $ 15,210,000 $ 10,140,000 Valuation allowance (15,210,000 ) (10,140,000 ) Net deferred tax asset $ $ |
Reconciliation of income taxes | 2014 2013 Income tax computed at the federal statutory rate 34% 34% Income tax computed at the state statutory rate 5% 5% Valuation allowance (39% ) (39% ) Total deferred tax asset 0% 0% |
14. Segment Reporting (Tables)
14. Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Segment Reporting [Abstract] | |
Segment reporting | December 31, 2014 Revenues: We Three $ 56,870 Romeos NY Pizza 833,531 Others 0 Consolidated revenues $ 890,401 Depreciation: We Three $ 5,521 Romeos NY Pizza 34,439 Others 33 Consolidated depreciation $ 39,992 Loss before taxes We Three $ (21,373 ) Romeos NY Pizza (22,156 ) Others (13,088,168 ) Consolidated loss before taxes $ (13,131,697 ) Assets: We Three $ 169,417 Romeos NY Pizza 159,039 Others 922,400 Combined assets $ 1,250,856 |
1. Summary of Significant Acc32
1. Summary of Significant Accounting Policies (Details - Fair value) - Fair Value, Measurements, Recurring [Member] - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair value of derivative liability | $ 0 | $ 0 |
Fair Value Inputs Level 1 [Member] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value Inputs Level 2 [Member] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value Inputs Level 3 [Member] | ||
Fair value of derivative liability | $ 0 | $ 0 |
1. Summary of Significant Acc33
1. Summary of Significant Accounting Policies (Details - Earnings per share) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | ||
Net income (loss) | $ (13,131,697) | $ (10,982,795) |
Interest on convertible notes | 0 | 0 |
Net income available for common shareholders | $ (13,131,697) | $ (10,982,795) |
Denominator: | ||
Weighted-average shares outstanding | 1,152,779 | 18,845 |
Effect of dilutive securities | 0 | 0 |
Weighted-average diluted shares outstanding | 1,152,779 | 18,845 |
Basic earnings (loss) per share | $ (11.39) | $ (582.78) |
Diluted earnings (loss) per share | $ (11.39) | $ (582.78) |
1. Summary of Significant Acc34
1. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill impaired | $ 1,407,327 | $ 0 | |
Debt converted into stock, amount | $ 32,010 | ||
Debt converted into stock, stock issued | 2,496 | ||
Increase in fair value of derivative liability | $ (35,590) | 41,945 | |
Derivative liability reclassified as additional paid in capital | 132,981 | ||
Depreciation and amortization | $ 39,992 | 155 | |
Stock split description | The Stock Split decreased the Corporation's total issued and outstanding shares of common stock from 2,516,819,560 to 100,673 and the total authorized shares of Common Stock from 3,000,000,000 to 120,000 shares of common stock. | ||
Stockholders deficit | $ (158,698) | $ (1,808,959) | $ (4,808,577) |
Equipment, Furniture and Fixtures [Member] | |||
Property useful lives | 5-7 years | ||
Leasehold Improvements [Member] | |||
Property useful lives | 10 yrs or lease term, if shorter |
2. Acquisitions (Details)
2. Acquisitions (Details) - USD ($) | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
May 15, 2014 | Jul. 11, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Acquisition information | |||||
Goodwill impairment | $ 1,407,327 | $ 0 | |||
We Three, LLC [Member] | |||||
Acquisition information | |||||
Cash | $ 37,000 | ||||
Property and equipment | 88,000 | ||||
Goodwill | 957,000 | ||||
Liabilities | (7,000) | ||||
Notes payable - related party | (75,000) | ||||
Total consideration transferred | 1,000,000 | ||||
We Three, LLC [Member] | Series F Preferred Stock [Member] | |||||
Acquisition information | |||||
Preferred stock issued | 280,069 | ||||
Fair value of stock issued | 700,174 | ||||
Gain on investment | 299,826 | $ 299,826 | |||
Goodwill impairment | $ 299,826 | $ 288,826 | |||
Romeo's NY Pizza [Member] | |||||
Acquisition information | |||||
Cash | $ 39,000 | ||||
Other current assets | 25,000 | ||||
Property and equipment | 477,000 | ||||
Goodwill | 712,000 | ||||
Accounts payable and accrued expenses | (65,000) | ||||
Notes payable | (120,000) | ||||
Notes payable - related party | (68,000) | ||||
Total consideration transferred | $ 1,000,000 | ||||
Romeo's NY Pizza [Member] | Series D Preferred Stock [Member] | |||||
Acquisition information | |||||
Preferred stock issued | 400,000 | 400,000 | |||
Fair value of stock issued | $ 1,000,000 | ||||
Edge View Properties [Member] | |||||
Acquisition information | |||||
Cash | $ 0 | ||||
Land | 603,000 | ||||
Total consideration transferred | $ 603,000 | ||||
Preferred stock issued | 241,199 | ||||
Edge View Properties [Member] | Series E Preferred Stock [Member] | |||||
Acquisition information | |||||
Preferred stock issued | 241,199 | 241,199 | |||
Fair value of stock issued | $ 603,000 |
2. Acquisitions (Details - Prof
2. Acquisitions (Details - Proforma information) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Depreciation | $ 39,992 | |
Net loss from operations | (12,452,781) | $ (11,039,712) |
Pro forma adjustment [Member] | ||
Revenue: | 0 | |
Cost of sales | 0 | |
Food and beverage | 0 | |
Labor | 0 | |
Total cost of sales | 0 | |
Gross profit | 0 | |
Marketing, general and administrative | 0 | |
Occupancy costs | 0 | |
Depreciation | 0 | |
Professional fees | 0 | |
Total operating expenses: | 0 | |
Net loss from operations | 0 | |
Directors' and officers' stock compensation | 0 | |
Non-employee stock compensation | 0 | |
Impairment loss on goodwill | 0 | |
Gain on debt conversion | 0 | |
Gain on investment in We Three | 0 | |
Change in value of derivative liability | 0 | |
Interest income (expense) | 0 | |
Other income (expense) | 0 | |
Total other income (expenses) | 0 | |
Net income (loss) before income taxes | 0 | |
custom:IncomeTaxesBenefit | 0 | |
NET INCOME (LOSS) | 0 | |
Pro Forma [Member] | ||
Revenue: | 1,727,049 | |
Cost of sales | 208,871 | |
Food and beverage | 464,301 | |
Labor | 591,553 | |
Total cost of sales | 1,264,725 | |
Gross profit | 462,324 | |
Marketing, general and administrative | 682,629 | |
Occupancy costs | 331,975 | |
Depreciation | 76,179 | |
Professional fees | 132,782 | |
Total operating expenses: | 1,223,565 | |
Net loss from operations | (761,240) | |
Directors' and officers' stock compensation | (11,682,560) | |
Non-employee stock compensation | (30,000) | |
Impairment loss on goodwill | (1,707,153) | |
Gain on debt conversion | 822,080 | |
Gain on investment in We Three | 299,826 | |
Change in value of derivative liability | (35,590) | |
Interest income (expense) | (61,486) | |
Other income (expense) | 5,049 | |
Total other income (expenses) | (12,389,833) | |
Net income (loss) before income taxes | (13,151,074) | |
custom:IncomeTaxesBenefit | 0 | |
NET INCOME (LOSS) | $ (13,151,074) | |
(LOSS) PER COMMON SHARE - Basic | $ (11.41) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - Basic | 1,152,779 | |
CDIF [Member] | ||
Revenue: | $ 0 | |
Cost of sales | 0 | |
Food and beverage | 0 | |
Labor | 0 | |
Total cost of sales | 0 | |
Gross profit | 0 | |
Marketing, general and administrative | 536,944 | |
Occupancy costs | 49,182 | |
Depreciation | 0 | |
Professional fees | 102,319 | |
Total operating expenses: | 688,445 | |
Net loss from operations | (688,445) | |
Directors' and officers' stock compensation | (11,682,560) | |
Non-employee stock compensation | (30,000) | |
Impairment loss on goodwill | (1,707,153) | |
Gain on debt conversion | 822,080 | |
Gain on investment in We Three | 299,826 | |
Change in value of derivative liability | (35,590) | |
Interest income (expense) | (60,255) | |
Other income (expense) | 0 | |
Total other income (expenses) | (12,393,652) | |
Net income (loss) before income taxes | (13,082,097) | |
custom:IncomeTaxesBenefit | 0 | |
NET INCOME (LOSS) | (13,082,097) | |
We Three, LLC [Member] | ||
Revenue: | 83,977 | |
Cost of sales | 45,775 | |
Food and beverage | 0 | |
Labor | 755 | |
Total cost of sales | 46,530 | |
Gross profit | 37,447 | |
Marketing, general and administrative | 47,894 | |
Occupancy costs | 0 | |
Depreciation | 7,269 | |
Professional fees | 7,500 | |
Total operating expenses: | 62,662 | |
Net loss from operations | (25,215) | |
Directors' and officers' stock compensation | 0 | |
Non-employee stock compensation | 0 | |
Impairment loss on goodwill | 0 | |
Gain on debt conversion | 0 | |
Gain on investment in We Three | 0 | |
Change in value of derivative liability | 0 | |
Interest income (expense) | 0 | |
Other income (expense) | 0 | |
Total other income (expenses) | 0 | |
Net income (loss) before income taxes | (25,215) | |
custom:IncomeTaxesBenefit | 0 | |
NET INCOME (LOSS) | (25,215) | |
Romeo's NY Pizza [Member] | ||
Revenue: | 1,643,072 | |
Cost of sales | 163,096 | |
Food and beverage | 464,301 | |
Labor | 590,798 | |
Total cost of sales | 1,218,195 | |
Gross profit | 424,877 | |
Marketing, general and administrative | 97,506 | |
Occupancy costs | 279,682 | |
Depreciation | 68,877 | |
Professional fees | 20,930 | |
Total operating expenses: | 466,996 | |
Net loss from operations | (42,118) | |
Directors' and officers' stock compensation | 0 | |
Non-employee stock compensation | 0 | |
Impairment loss on goodwill | 0 | |
Gain on debt conversion | 0 | |
Gain on investment in We Three | 0 | |
Change in value of derivative liability | 0 | |
Interest income (expense) | (621) | |
Other income (expense) | 5,049 | |
Total other income (expenses) | 4,429 | |
Net income (loss) before income taxes | (37,690) | |
custom:IncomeTaxesBenefit | 0 | |
NET INCOME (LOSS) | (37,690) | |
Edge View Properties [Member] | ||
Revenue: | 0 | |
Cost of sales | 0 | |
Food and beverage | 0 | |
Labor | 0 | |
Total cost of sales | 0 | |
Gross profit | 0 | |
Marketing, general and administrative | 284 | |
Occupancy costs | 3,111 | |
Depreciation | 33 | |
Professional fees | 2,034 | |
Total operating expenses: | 5,462 | |
Net loss from operations | (5,462) | |
Directors' and officers' stock compensation | 0 | |
Non-employee stock compensation | 0 | |
Impairment loss on goodwill | 0 | |
Gain on debt conversion | 0 | |
Gain on investment in We Three | 0 | |
Change in value of derivative liability | 0 | |
Interest income (expense) | (610) | |
Other income (expense) | 0 | |
Total other income (expenses) | (610) | |
Net income (loss) before income taxes | (6,072) | |
custom:IncomeTaxesBenefit | 0 | |
NET INCOME (LOSS) | $ (6,072) |
3. Land (Details Narrative)
3. Land (Details Narrative) - USD ($) | 6 Months Ended | ||
Jul. 11, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Land | $ 603,000 | $ 0 | |
Edge View Properties [Member] | |||
Stock issued for acquisition, shares | 241,199 |
4. Accrued Expenses (Details)
4. Accrued Expenses (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Accrued salaries | $ 450,000 | $ 49,500 |
Accrued expenses - other | 176,330 | 764,765 |
Accrued expenses | $ 626,330 | $ 814,265 |
5. Related Party Transactions (
5. Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Due to officer/shareholder | $ 106,943 | $ 49,500 |
Thompson [Member] | ||
Officer salary | 262,500 | 205,500 |
Rent and other expenses paid | 100,000 | |
Due to officer/shareholder | 362,500 | 0 |
Former President [Member] | ||
Officer salary | 187,500 | |
Accrued salaries | 187,500 | 0 |
All Others [Member] | ||
Accrued salaries | 0 | 49,500 |
President and Chairman [Member] | ||
Due to officer/shareholder | $ 450,000 | $ 0 |
6. Notes Payable (Details - Not
6. Notes Payable (Details - Notes Payable) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ||
Notes Payable - Unrelated Party | $ 129,032 | $ 50,000 |
Notes Payable - Related Party | 100,000 | 125,000 |
Discount on notes | 0 | (50,075) |
Total | 229,032 | 124,925 |
Current portion | (129,032) | (50,000) |
Long-term portion | $ 100,000 | $ 74,925 |
6. Notes Payable (Details - Pay
6. Notes Payable (Details - Payments) - Notes Payable [Member] | Dec. 31, 2014USD ($) |
Year ended 2014 | $ 129,032 |
Year ended 2015 | 0 |
Year ended 2016 | 100,000 |
Year ended 2017 | 0 |
Year ended 2018 | 0 |
Total debt | $ 229,032 |
7. Convertible Notes Payable (D
7. Convertible Notes Payable (Details - Convertible notes) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible notes | $ 174,000 | $ 195,750 |
Unrelated Party [Member] | ||
Convertible notes | 9,000 | 30,750 |
Related Party [Member] | ||
Convertible notes | $ 165,000 | $ 165,000 |
7. Convertible Notes Payable 43
7. Convertible Notes Payable (Details - Minimum payments) - Convertible Notes Payable [Member] | Dec. 31, 2014USD ($) |
Year ended 2014 | $ 174,000 |
Year ended 2015 | 0 |
Year ended 2016 | 0 |
Year ended 2017 | 0 |
Year ended 2018 | 0 |
Total debt | $ 174,000 |
8. Derivative Liability (Detail
8. Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Risk-free interest rate | 0.05% | |
Expected volatility | 540.00% | 100.00% |
Expected life (in years) | .0003 years | 0 2 years |
Expected dividend yield | 0.00% | 0.00% |
Total derivative liabilities | $ 0 | $ 97,391 |
Conversion feature [Member] | ||
Total derivative liabilities | 132,981 | 97,391 |
Warrants [Member] | ||
Total derivative liabilities | $ 0 | $ 0 |
Minimum [Member] | ||
Risk-free interest rate | 0.01% | |
Maximum [Member] | ||
Risk-free interest rate | 0.27% |
9. Payroll Taxes (Details Narra
9. Payroll Taxes (Details Narrative) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Payroll Taxes | ||
Accrued payroll taxes | $ 38,400 | $ 412,623 |
10. Capital Stock (Details Narr
10. Capital Stock (Details Narrative) - USD ($) | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
May 15, 2014 | Jul. 11, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock issued for services, value | $ 10,182,560 | ||||
Stock issued for acquisition, value | 2,303,174 | ||||
Goodwill impairment | $ 1,407,327 | $ 0 | |||
Stock issued for note conversion, value | $ 70,194 | ||||
Edge View Properties [Member] | |||||
Stock issued for acquisition, shares | 241,199 | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock authorized | 5,000,000 | ||||
Series B Preferred Stock [Member] | Investors [Member] | |||||
Stock issued for cash, shares issued | 81,993 | ||||
Proceeds from sale of preferred stock | $ 204,983 | ||||
Series B Preferred Stock [Member] | Officers [Member] | |||||
Stock issued for services, shares | 600,000 | ||||
Stock issued for services, value | $ 1,500,000 | ||||
Series B Preferred Stock [Member] | Consultants [Member] | |||||
Stock issued for services, shares | 11,999 | ||||
Stock based compensation | $ 30,000 | ||||
Series C Preferred Stock [Member] | |||||
Preferred stock authorized | 250 | ||||
Series C Preferred Stock [Member] | Investors [Member] | |||||
Stock issued for cash, shares issued | 33 | ||||
Proceeds from sale of preferred stock | $ 83 | ||||
Stock issued for services, shares | 1 | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock authorized | 4 | ||||
Series D Preferred Stock [Member] | Romeo's NY Pizza [Member] | |||||
Stock issued for acquisition, shares | 400,000 | 400,000 | |||
Stock issued for acquisition, value | $ 1,000,000 | ||||
Series E Preferred Stock [Member] | Edge View Properties [Member] | |||||
Stock issued for acquisition, shares | 241,199 | 241,199 | |||
Stock issued for acquisition, value | $ 603,000 | ||||
Series F Preferred Stock [Member] | We Three, LLC [Member] | |||||
Stock issued for acquisition, shares | 280,069 | ||||
Stock issued for acquisition, value | $ 700,174 | ||||
Gain on investment | $ 299,826 | 299,826 | |||
Goodwill impairment | $ 299,826 | $ 288,826 | |||
Series F-1 Preferred Stock [Member] | Investors [Member] | |||||
Stock issued for cash, shares issued | 156,503 | ||||
Proceeds from sale of preferred stock | $ 391,248 | ||||
Blank Check Preferred [Member] | |||||
Preferred stock authorized | 100,000,000 | ||||
Common Stock | Note conversion [Member] | |||||
Stock issued for note conversion, shares issued | 417,896 | ||||
Stock issued for note conversion, value | $ 36,930 | ||||
Common Stock | Officers [Member] | |||||
Stock issued for services, shares | 4,427,200 | ||||
Stock based compensation | $ 10,182,560 |
11. Stock Options and Warrant47
11. Stock Options and Warrants (Details - Option Information) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Options outstanding | 100 | 100 |
Weighted average exercise price, outstanding | $ .10 | $ .10 |
Weighted average remaining contractual life | 8 years 2 months 27 days | |
Options exercisable | 100 | |
Weighted average exercise price, exercisable | $ .10 |
11. Stock Options and Warrant48
11. Stock Options and Warrants (Details - Option Activity) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2014$ / sharesshares | |
Stock option activity | |
Options outstanding, beginning | 100 |
Options granted | 0 |
Options exercised | 0 |
Options expired/cancelled | 0 |
Options outstanding, ending | 100 |
Options exercisable | 100 |
Weighted average exercise price options outstanding beginning | $ / shares | $ .10 |
Weighted average exercise price options outstanding ending | $ / shares | .10 |
Weighted average exercise price options exercisable | $ / shares | $ .10 |
11. Stock Options and Warrant49
11. Stock Options and Warrants (Details - Warrant information) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants outstanding | 389 | 674 |
Weighted average exercise price | $ .17 | $ .12 |
Warrants exercisable | 389 | |
Weighted average exercise price, exercisable | $ .17 | |
$0.01-$0.15 [Member] | ||
Warrants outstanding | 187 | |
Weighted average exercise price | $ .13 | |
Weighted average remaining contractual life | 1 year 2 months 23 days | |
Warrants exercisable | 187 | |
Weighted average exercise price, exercisable | $ .13 | |
$.20 [Member] | ||
Warrants outstanding | 202 | |
Weighted average exercise price | $ .20 | |
Weighted average remaining contractual life | 8 months 5 days | |
Warrants exercisable | 202 | |
Weighted average exercise price, exercisable | $ .20 |
11. Stock Options and Warrant50
11. Stock Options and Warrants (Details - Warrant activity) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2014$ / sharesshares | |
Warrants outstanding, beginning | 674 |
Warrants granted | 0 |
Warrants exercised | 0 |
Warrants expired/cancelled | (285) |
Warrants outstanding, ending | 389 |
Warrants exercisable | 389 |
Weighted average exercise price, beginning | $ / shares | $ .12 |
Weighted average exercise price, expired | $ / shares | .05 |
Weighted average exercise price, ending | $ / shares | .17 |
Weighted average exercise price, exercisable | $ / shares | $ .17 |
13. Income Taxes (Details - Def
13. Income Taxes (Details - Deferred tax) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 15,210,000 | $ 10,140,000 |
Valuation allowance | (15,210,000) | (10,140,000) |
Net deferred tax asset | $ 0 | $ 0 |
13. Income Taxes (Details - Tax
13. Income Taxes (Details - Tax reconciliation) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at the federal statutory rate | 34.00% | 34.00% |
Income tax computed at the state statutory rate | 5.00% | 5.00% |
Valuation allowance | (39.00%) | (39.00%) |
Total deferred tax asset | 0.00% | 0.00% |
13. Income Taxes (Details Narra
13. Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carrforward | $ 39,000,000 |
Operating loss carrforward expiration date | Dec. 31, 2034 |
Increase in valuation allowance | $ 5,070,000 |
14. Segment Reporting (Details)
14. Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $ 890,401 | $ 0 |
Depreciation | 39,992 | |
Loss before taxes | (13,131,697) | |
Assets | 1,250,856 | $ 6,935 |
We Three, LLC [Member] | ||
Revenues | 56,870 | |
Depreciation | 5,521 | |
Loss before taxes | (21,373) | |
Assets | 169,417 | |
Romeo's NY Pizza [Member] | ||
Revenues | 833,531 | |
Depreciation | 34,439 | |
Loss before taxes | (22,156) | |
Assets | 159,039 | |
Others [Member] | ||
Revenues | 0 | |
Depreciation | 33 | |
Loss before taxes | (13,088,168) | |
Assets | $ 922,400 |