Cardiff Lexington (CDIX) 10-Q 20 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 16, 2018
Document And Entity Information
Entity Registrant Name	Cardiff Lexington Corp
Entity Central Index Key	811,222
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
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 Common Stock, Shares Outstanding		155,195,233
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current assets
Cash	$ 154,020	$ 68,986
Accounts receivable-net	84,229	63,061
Inventory-net	46,928	46,928
Prepaid and other	25,731	11,631
Total current assets	310,908	190,606
Property and equipment, net of accumulated depreciation of $882,221 and $838,736, respectively	336,447	491,474
Land	603,000	603,000
Intangible assets, net	0	15,561
Deposits	19,600	16,600
Due from related party	0	1,820
Total assets	1,269,955	1,319,061
Current liabilities
Accounts payable	327,884	206,739
Accrued expenses	245,127	245,446
Accrued expenses - related parties	710,250	495,250
Interest payable	364,762	312,192
Accrued payroll taxes	446	2,047
Due to officers and shareholders	68,850	77,640
Line of credit	8,450	15,498
Common stock to be issued	500	500
Notes payable, unrelated party	98,379	215,979
Notes payable - related party	152,798	144,189
Convertible notes payable, net of debt discounts of $300,284 and $245,494, respectively	878,056	616,381
Convertible notes payable - related party	165,000	165,000
Derivative Liability	1,983,308	2,236,656
Income Tax payable	12,865	15,865
Total current liabilities	5,016,675	4,749,382
Total liabilities	5,016,675	4,749,382
Shareholders' (deficit)
Preferred Stock all classes	3,776	8,849
Common stock; 500,000,000 shares authorized with $0.001 par value; 88,754,412 and 66,029,791 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	88,755	66,031
Additional paid-in capital	45,970,690	45,608,151
Accumulated deficit	(49,809,941)	(49,113,352)
Total shareholders' (deficit)	(3,746,720)	(3,430,321)
Total liabilities and shareholders' (deficit)	1,269,955	1,319,061
Series A Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Preferred Stock Series B [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series C Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series D Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series E Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series F Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series F-1 Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series G Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series H Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series I Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series H-1 Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series J Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series J1 Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series K Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes
Series K1 Preferred Stock [Member]
Shareholders' (deficit)
Preferred Stock all classes

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Accumulated depreciation	$ 882,221	$ 838,736
Notes payable, discount	$ 300,284	$ 245,494
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.001	$ .001
Common stock, shares issued	88,754,412	66,029,791
Common stock, shares outstanding	88,754,412	66,029,791
Series A Preferred Stock [Member]
Preferred stock, shares authorized	4	4
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1
Preferred Stock Series B [Member]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	2,797,205	2,798,205
Preferred stock, shares outstanding	2,797,205	2,798,205
Series C Preferred Stock [Member]
Preferred stock, shares authorized	500	500
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	117	117
Preferred stock, shares outstanding	117	117
Series D Preferred Stock [Member]
Preferred stock, shares authorized	800,000	800,000
Preferred stock, par value	$ .001	$ 0.001
Preferred stock, shares issued	400,000	400,000
Preferred stock, shares outstanding	400,000	400,000
Series E Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ .001	$ 0.001
Preferred stock, shares issued	241,199	241,199
Preferred stock, shares outstanding	241,199	241,199
Series F Preferred Stock [Member]
Preferred stock, shares authorized	800,000	800,000
Preferred stock, par value	$ .001	$ 0.001
Preferred stock, shares issued	280,069	280,069
Preferred stock, shares outstanding	280,069	280,069
Series F-1 Preferred Stock [Member]
Preferred stock, shares authorized	800,000	800,000
Preferred stock, par value	$ .001	$ 0.001
Preferred stock, shares issued	57,193	57,193
Preferred stock, shares outstanding	57,193	57,193
Series G Preferred Stock [Member]
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series H Preferred Stock [Member]
Preferred stock, shares authorized	4,859,379	4,859,379
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	2,313,120	4,859,379
Preferred stock, shares outstanding	2,313,120	4,859,379
Series H-1 Preferred Stock [Member]
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series I Preferred Stock [Member]
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	203,655	203,655
Preferred stock, shares outstanding	203,655	203,655
Series J Preferred Stock [Member]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series J1 Preferred Stock [Member]
Preferred stock, shares authorized	7,500,000	7,500,000
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series K Preferred Stock [Member]
Preferred stock, shares authorized	9,607,840	9,607,840
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series K1 Preferred Stock [Member]
Preferred stock, shares authorized	35,000,000	35,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Total revenue	$ 560,863	$ 560,486	$ 829,442	$ 1,005,131
Total cost of sales	376,912	572,775	595,922	852,004
GROSS MARGIN	183,951	(12,289)	233,520	153,127
OPERATING EXPENSES
Depreciation and amortization expense	10,870	0	14,128	0
Selling, general and administrative	557,777	621,310	976,292	1,232,051
Total operating cost	579,790	621,310	1,001,563	1,232,051
(LOSS) FROM OPERATIONS	(395,839)	(633,599)	(768,043)	(1,078,924)
OTHER INCOME (EXPENSE)
Other Income	1,580	0	1,580	0
(Loss) from extinguishment of debt	0	0	0	(45,933)
Change in value of derivative liability	51,396	(996)	581,686	19,797
Gain/(loss) on sale of assets	15,070	0	15,070	0
Interest expense	(42,556)	(25,717)	(91,922)	(51,354)
Amortization of debt discounts	(233,520)	(113,362)	(434,960)	(143,639)
Total other income (expenses)	(208,030)	(140,075)	71,454	(221,129)
NET (LOSS) FOR THE PERIOD	$ (603,869)	$ (773,674)	$ (696,589)	$ (1,300,053)
(LOSS) PER COMMON SHARE	$ (0.01)	$ (0.02)	$ (0.01)	$ (0.04)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED	84,184,883	37,710,275	76,692,959	33,943,629
Rental Business [Member]
Total revenue	$ 47,386	$ 48,687	$ 98,663	$ 94,697
Total cost of sales	75,089	45,566	113,488	79,187
Pizza Restaurants [Member]
Total revenue	156,719	150,640	304,015	284,877
Total cost of sales	114,391	106,253	212,847	200,556
Ice Cream Stores [Member]
Total revenue	148,326	270,521	207,389	401,124
Total cost of sales	198,575	420,956	280,730	572,261
Ice Cream Franchisee Sales [Member]
Total revenue	85,282	41,917	93,075	41,917
Franchise Fees [Member]
Total revenue	120,000	43,321	120,000	168,321
Royalty Fees [Member]
Total revenue	3,150	5,400	6,300	10,450
Other Business [Member]
Total revenue	0	0	0	3,745
Total cost of sales	$ 0	$ 0	$ 0	$ 0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) from continuing operations	$ (696,589)	$ (1,300,053)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation	70,840	85,486
Loss (gain) from disposal of fixed assets	(15,070)	0
Loss (gain) on extinguishment of debt	0	45,933
Amortization of loan discount	434,960	143,639
Change in value of derivative liability	(581,686)	(19,797)
Stock based compensation	86,751	300,216
Warrants expense	0	67,799
Convertible note issued for conversion cost reimbursement	3,000	4,000
Convertible note issued for services rendered	0	80,000
(Increase) decrease in:
Accounts receivable	(21,169)	(115,402)
Inventory	0	5,141
Deposits	0	(5,422)
Prepaids and other	(14,100)	8,826
Other assets	(3,000)	0
Increase(decrease) in:
Accounts payable	121,146	69,606
Accrued expenses	(319)	(50,614)
Interest payable	95,972	43,705
Taxes payable	(3,000)	(3,000)
Accrued payroll taxes	(1,601)	703
Accrued officers' salaries	215,000	310,600
Net cash used in operating activities	(308,865)	(328,634)
INVESTING ACTIVITIES
Disposal (Purchase) of fixed assets	114,818	(7,041)
Net cash provided by (used in) investing activities	114,818	(7,041)
FINANCING ACTIVITIES
Due from related party	0	(3,650)
Due to related party	1,820	28,953
Proceeds from sales of stock	0	40,000
Proceeds from convertible notes payable	402,090	465,000
Proceeds from notes payable - related party	8,609	0
Repayments of convertible notes payable	0	(10,000)
Repayments of notes payable	(117,600)	(33,958)
Proceeds from line of credit	0	7,891
Repayments to line of credit	(7,049)	0
Net cash provided by financing activities	287,871	494,236
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	85,034	158,561
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	68,986	62,948
CASH AND CASH EQUIVALENTS, END OF PERIOD	154,020	221,509
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for Interest	43,402	5,140
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued upon conversion of notes payable	137,187	41,057
Series H Preferred Stock issued for prior year acquisition	0	728,907
Conversion of preferred stock to common stock	5,073	8,477
Derivative Resolution upon conversion	0	(1,243,708)
Reclass derivative liabilities to additional paid in capital	156,252	0
Debt discount from derivative liabilities	$ 484,590	$ 0

1. Summary of Significant Accou

1. Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended December 31, 2017 and 2016 thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2017. 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 Lexington Corp. (“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, and income-producing commercial real estate properties, all designed to pay a dividend to the Company’s shareholders. The reason for this strategy was to protect the Company’s shareholders by acquiring 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 the year end December 31, 2016, the Company had completed the acquisition of six businesses. 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. To date, Cardiff consists of the following wholly-owned subsidiaries: We Three, LLC (Affordable Housing Initiative) acquired on May 15, 2014; Romeo’s NY Pizza acquired on June 30, 2014; Edge View Properties, Inc. acquired on July 16, 2014; FDR Enterprises, Inc. acquired on August 10, 2016; Refreshment Concepts, LLC acquired on August 10, 2016; Repicci’s Franchise Group, LLC acquired on August 10, 2016.

2. Basis of Presentation, and G

2. Basis of Presentation, and Going Concern	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
BASIS OF PRESENTATION, AND GOING CONCERN	2. Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures have been omitted pursuant to such rules and regulations. In the opinion of management, the accompanying consolidated financial statements include normal recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. These consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017 included in our Annual Report on Form 10-K. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of results to be expected for the full fiscal year or any other periods. The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make a number of estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results may differ from these estimates. Revenue Recognition Adoption of ASC Topic 606, "Revenue from Contracts with Customers" On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no impact to the opening balance of accumulated deficit or revenues for the six months ended June 30, 2018, as a result of applying Topic 606. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer. The Company generates revenue from our subsidiaries primarily on a cash basis for sale of food items and monthly rentals of mobile homes. As allowed by a practical expedient in Topic 606, the entity recognizes revenue in the amount to which the entity has a right to invoice. The term between invoicing and when payment is due is not significant. Our segmented revenue is disclosed more fully in our financial statements, see footnote 9 for further details. 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 has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of June30, 2018, the Company had shareholders’ deficit of $3,746,720. 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 Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2017 consolidated financial statements, has raised substantial doubt about the Company’s 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. 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 years Leasehold improvements 10 years or lease term, if shorter During the six months ended June 30, 2018, the Company disposed fixed asset through sales of assets and transfer and sales of assets related to a franchise sale, the related liabilities such as notes payable (see Note 3 for further details), resulting in net cash flow of $114,818 and a gain on sale of assets $15,050 from disposal of fixed assets. Fair Value ASC 820 Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy: Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – December 31, 2017 $ – $ – $ 2,236,656 $ 2,236,656 Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – June 30, 2018 $ – $ – $ 1,983,308 $ 1,983,308 Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 ,” Leases” (Topic 842) In May 2016, the FASB issued ASU No. 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”,

3. Accrued Expenses

3. Accrued Expenses	6 Months Ended
	Jun. 30, 2018
Payables and Accruals [Abstract]
ACCRUED EXPENSES	3. ACCRUED EXPENSES As of June 30, 2018, and December 31, 2017, the Company had accrued expenses of $955,377 and $740,696, respectively, consisted of the following: June 30, 2018 December 31, 2017 Accrued salaries – related party $ 685,000 470,000 Lease payable – related party 25,250 25,250 Accrued expenses – other 245,127 245,446 Total $ 955,377 740,696

4. Notes Payable

4. Notes Payable	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
NOTES PAYABLE	4. NOTES PAYABLE For the six months ended June 30, 2018, the company received $0 cash proceeds, from a line of credit and repaid $7,048 in cash. Notes payable at June 30, 2018 and December 31, 2017 are summarized as follows: June 30, December 31, Notes Payable – Unrelated Party $ 98,379 $ 215,979 Notes Payable – Related Party 152,798 144,189 Total 251,177 360,168 Current portion (251,177 ) (360,168 ) Long-term portion $ – $ – Notes Payable – Unrelated Party 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. No warrants had been exercised before the expiration. As of June 30, 2018, the Company is in default on this debenture. The balance of the note was $10,989 and $10,989 at June 30, 2018 and December 31, 2017, respectively. As of June 30, 2018, the Company had lease payable of $55,570 in connection with 2 capital leases on 2 Mercedes Sprinter Vans for the ice cream section and 2 auto loans related to our pizza business. There are purchase options at the end of all lease terms that are based on the fair market value of the vans at the time. The leases are not in default at the current time. The balance of $31,820 in notes payable to unrelated party was due to the auto loans for the vehicles used in the Pizza restaurants and Repicci’s Group and for daily operations. The loans carry interest from 0% to 6% interest and are not currently in default. During the period ended June 30, 2018, the Company sold and or disposed of assets related to one of its subsidiaries and in turn transferred and paid in full two notes related to automobiles in addition to reductions related to scheduled payments, reducing our outstanding unrelated party notes payable by $117,600. Notes Payable – Related Party 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 $50,000 at June 30, 2018 and December 31, 2017, respectively. Note 1 is currently in default. 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 $50,000 at June 30, 2018 and December 31, 2017, respectively. Note 2 is currently in default. As of June 30, 2018 and December 31, 2017, the Company also had note payable of $52,798 and $44,189, respectively, to the prior owner of Repicci’s Group. For the six months ended June 30, 2018, a related party loaned the Company $8,609, which is due on demand at no interest.

5. Convertible Notes Payable

5. Convertible Notes Payable	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	5. 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 Entity’s Own Stock As of June 30, 2018, the company received $402,090 net cash proceeds, from convertible notes payable and repaid $-0- in cash. The company recorded amortization of debt discount of $201,440 and $434,960 related to convertible notes, during the three and six-months ended June 30, 2018, respectively. Convertible notes at June 30, 2018 and December 31, 2017 are summarized as follows: June 30, December 31, Convertible Notes Payable – Unrelated Party $ 1,178,340 $ 861,875 Convertible Notes Payable – Related Party 165,000 165,000 Discount on Convertible Notes Payable - Unrelated Party (300,284 ) (245,494 ) Total - Current $ 1,043,056 $ 781,381 Convertible Notes Payable – Unrelated Party During the six months ended June 30, 2018, the Company borrowed an aggregate of $395,000, net of original issue discounts and fees of $12,250, under convertible notes payable. As of June 30, 2018, and December 31, 2017, the Company had outstanding convertible notes payable of $1,043,056 and $781,381, net of unamortized discounts of $300,284 and $245,494, respectively. The outstanding convertible notes of the Company are unsecured, bear interest between 8% and 20% per annum and mature through April 2019. Aggregate amortization of the debt discounts on convertible debt for the three and six-months ended June 30, 2018 and 2017 was $233,520 and $434,960 and $30,277 and $143,639, respectively. Four of the above referenced convertible notes payable are convertible at $0.03 per share or 50% of market. Five of the above referenced convertible notes payable are convertible at $0.25 per share or 50% of market. One of the above referenced convertible notes payable are convertible at $0.30 per share or 50% of market. One of the above referenced notes is convertible at 40% of the lowest sale price of the common stock during the 10 consecutive trading days prior to the date of conversion. Two of the above referenced notes is convertible at 60% of the lowest sale price of the common stock during the 10 consecutive trading days prior to the date of conversion. One of the above referenced notes is convertible at 60% of the lowest sale price or bid (whichever is lower) of the common stock during the 20 consecutive trading days prior to the date of conversion. One of the above referenced notes is convertible at 60% of the lowest sale price of the common stock during the 20 consecutive trading days prior to the date of conversion. Two of the above referenced notes is convertible at 60% of the lowest sale price of the common stock during the 15 consecutive trading days prior to the date of conversion. One of the above referenced notes is convertible at 60% of the lowest trading price of the common stock during the 25 consecutive trading days prior to the date of conversion. As of June 30, 2018, twelve of these convertible notes are in default and have default fees and default interest ranging from 5% to 20%. During the three and six months ended June 30, 2018, the Company received conversion notices for $7,785 and $95,285 of convertible debt and $21,780 and $41,902 in interest and fees, respectively, which was converted into 4,107,877 and 12,407,985 shares, respectively. Convertible Notes Payable – Related Party Resulting from the tainted issue by the derivative financial instrument of the convertible notes, The Company determined that the conversion features contained in convertible note payable with related party carrying value represents an embedded derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Binomial-Lattice valuation model at the inception date of the note and will do so again on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The derivative liabilities will be reclassified into additional paid in capital upon conversion. See Footnote 6 for more information on derivative liabilities. 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 is convertible into Common Shares of the Company at $0.03 per and interest of 12% per year, matured in August 2009, and is unsecured. The Company is currently in default on Debenture 1. The balance of Debenture 1 was $150,000 and $150,000 at June 30, 2018 and December 31, 2017, 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 is convertible into Common Shares of the Company at $0.03 per and interest of 12% per year, matured in August 2009, and is unsecured. The Company is currently in default on Debenture 1. The balance of Debenture 2 was $15,000 and $15,000 at June 30, 2018 and December 31, 2017, respectively.

6. Fair Value Measurement

6. Fair Value Measurement	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENT	6. FAIR VALUE MEASUREMENT The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements. The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of June 30, 2018 and December 31, 2017, the Company did not have any items that would be classified as level 1 or 2 disclosures. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. As of June 30, 2018 and December 31, 2017, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of June 30, 2018, in the amount of $1,272,044 has a level 3 classification. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three and six-months ended June 30, 2018: Derivative Liability, December 31, 2017 2,236,656 Day 1 Loss 103,392 Discount from derivatives 257,090 Mark to market adjustment (633,682 ) Resolution of derivative liability upon conversion (95,456 ) Derivative Liability, March 31, 2018 1,868,000 Day 1 Loss 293,416 Discount from derivatives 227,500 Mark to market adjustment (344,812 ) Resolution of derivative liability upon conversion (60,796 ) Derivative Liability, June 30, 2018 1,983,308 Net gain for the period included in earnings relating to the liabilities held during the period ended June 30, 2018 was $581,687. Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the period ended June 30, 2018, the Company’s stock price decreased from initial valuation. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The valuation of the derivative liabilities attached to the convertible debt was arrived at through the use of the Lattice Bi-nominal Option Pricing Model and the following assumptions: For the period ended June 30, 2018 December 31, 2017 Volatility 166.55%-240.09% 111.09% - 220.65% Risk-free interest rate 1.90%-2.33% 0.51% - 1.76% Expected term .02-5.14 .02-1.00 Warrants The table below sets forth the assumptions for Black-Scholes valuation model on June 30, 2018. Six Month Period Ended Volatility 240% Risk-free interest rate 2.63% Expected term 2.73

7. Capital Stock

7. Capital Stock	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
CAPITAL STOCK	7. CAPITAL STOCK Series B Preferred Stock During the six months ended June 30, 2018, 10,000 shares of Series B Preferred Stock were converted into 50,000 shares of Common Stock of the Company per the preferred shareholder’s instructions. Series H Preferred Stock During the six- months ended June 30, 2018, 4,859,469 shares of Series H Preferred Stock were converted into 6,074,223 shares of Common Stock of the Company per the preferred shareholder’s instruction. Series I Preferred Stock During the six months ended June 30, 2018, 203,655 shares of Series I Preferred Stock were converted into 305,483 shares of Common Stock of the Company per the preferred shareholder’s instruction. Common Stock See Note 5 for further issuance information related to conversion of debt to common stock. During the six months ended June 30, 2018, the Company issued 3,886,930 shares to third-party consultants. The fair market value of the shares on the date of issuances was $0.0186 to $0.0247 per share, at a total cost of $86,751.

8. Commitments and Contingencie

8. Commitments and Contingencies	6 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	8. COMMITMENTS AND CONTINGENCIES We have an employment agreement, renewed May 15, 2014, with the Chairman, Mr. Thompson amended on January 1, 2017, whereby we provide for compensation of $25,000 per month. We have an employment agreement with the Chief Executive Officer, Mr. Cunningham, amended on January 1, 2017, whereby we provide for compensation of $25,000 per month. We have an employment agreement with the Chief Operating Officer, Mr. Roberts, effective June 2016, whereby we provide for compensation of $10,000 per month. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer and director other than as described herein

9. Segment Reporting

9. Segment Reporting	6 Months Ended
	Jun. 30, 2018
Segment Reporting [Abstract]
SEGMENT REPORTING	9. SEGMENT REPORTING The Company has four 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. Repicci’s Group offers franchisees for the operation of “Repicci’s Italian Ice” franchises. These franchised stores specialize in the distribution of nonfat frozen confections. The number of franchise agreements in force as of June 30, 2018 was 48, five of which are “mobile” unites. The Company obligates itself to each franchisee to perform the following services: 1. Designate an exclusive territory; 2. Provide guidance and approval for selection and location of site; 3. Provide initial training of franchisee and employees; 4. Provide a company manual and other training aids. The Company has developed a new “Mobile Franchise Opportunity”. The total investment for the new opportunity ranges from $155,600 to $165,000, as follows: $125,000 for a new Mercedes Sprinter Van, customized for the franchisee, $25,000 for the franchise fee, the balance for product. The Company’s obligation is as above, except for Item #3, training is specific to the new opportunity. For the three months ended June 30, 2018 June 30, 2017 Revenues: We Three $ 47,386 $ 48,687 Romeo’s NY Pizza 156,719 150,640 Repicci’s Group 356,758 361,159 Total revenues $ 560,863 $ 560,486 Cost of Sales: We Three $ 75,089 $ 45,566 Romeo’s NY Pizza 114,391 106,253 Repicci’s Group 198,575 420,956 Total cost of sales $ 376,912 $ 572,775 Income (Loss) before taxes We Three $ (27,410 ) $ 27,260 Romeo’s NY Pizza 25,723 11,480 Repicci’s Group 142,670 (155,027 ) Others (744,852 ) (657,387 ) Net (loss) for the period $ (603,869 ) $ (773,674 ) For the six months ended June 30, 2018 June 30, 2017 Revenues: We Three $ 98,663 $ 94,697 Romeo’s NY Pizza 304,015 284,877 Repicci’s Group 426,764 621,812 Others – 3,745 Total revenues $ 829,442 $ 1,005,131 Cost of Sales: We Three $ 113,488 $ 79,187 Romeo’s NY Pizza 212,847 200,556 Repicci’s Group 280,730 572,261 Totalcost of sales $ 595,922 $ 852,004 Income (Loss) before taxes We Three $ (17,218 ) $ 42,303 Romeo’s NY Pizza 27,750 (27,474 ) Repicci’s Group 85,976 (117,429 ) Others (793,097 ) (1,197,453 ) Net (loss) for the period $ (696,589 ) $ (1,300,053 ) As of As of June 30, 2018 December 31, 2017 Assets: We Three $ 313,677 $ 235,532 Romeo’s NY Pizza 95,527 158,551 Repicci’s Group 272,965 293,216 Others 587,785 631,762 Total assets $ 1,269,955 $ 1,319,061

10. Related Party Transactions

10. Related Party Transactions	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	10. RELATED PARTY TRANSACTIONS Due to Officers During the six months ended June 30, 2018, the Company repaid a total of $6,970 to officers.

11. Subsequent Events

11. Subsequent Events	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	10. SUBSEQUENT EVENTS In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to June30, 2018 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. Red Rock Travel Group: PLATINUM TAX DEFENDERS: Cardiff Lexington Corporation (OTCQB:CDIX) and Platinum Tax Defenders (Private: “Platinum Tax Defenders”) as previously announced on July 18 th th th Notes payable: LEONITE CAPITAL: AUCTUS CAPITAL: Stock Issuances: Subsequent to June 30, 2018 68,056,520 shares were issued for debt conversion.

1. Summary of Significant Acc17

1. Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures have been omitted pursuant to such rules and regulations. In the opinion of management, the accompanying consolidated financial statements include normal recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. These consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017 included in our Annual Report on Form 10-K. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of results to be expected for the full fiscal year or any other periods. The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make a number of estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results may differ from these estimates.
Revenue Recognition	Revenue Recognition Adoption of ASC Topic 606, "Revenue from Contracts with Customers" On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no impact to the opening balance of accumulated deficit or revenues for the six months ended June 30, 2018, as a result of applying Topic 606. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer. The Company generates revenue from our subsidiaries primarily on a cash basis for sale of food items and monthly rentals of mobile homes. As allowed by a practical expedient in Topic 606, the entity recognizes revenue in the amount to which the entity has a right to invoice. The term between invoicing and when payment is due is not significant. Our segmented revenue is disclosed more fully in our financial statements, see footnote 9 for further details.
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 has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of June30, 2018, the Company had shareholders’ deficit of $3,746,720. 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 Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2017 consolidated financial statements, has raised substantial doubt about the Company’s 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.
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 years Leasehold improvements 10 years or lease term, if shorter During the six months ended June 30, 2018, the Company disposed fixed asset through sales of assets and transfer and sales of assets related to a franchise sale, the related liabilities such as notes payable (see Note 3 for further details), resulting in net cash flow of $114,818 and a gain on sale of assets $15,050 from disposal of fixed assets.
Fair Value	Fair Value ASC 820 Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy: Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – December 31, 2017 $ – $ – $ 2,236,656 $ 2,236,656 Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – June 30, 2018 $ – $ – $ 1,983,308 $ 1,983,308
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 ,” Leases” (Topic 842) In May 2016, the FASB issued ASU No. 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”,

2. Basis of Presentation, and18

2. Basis of Presentation, and Going Concern (Tables)	6 Months Ended
	Jun. 30, 2018
Basis Of Presentation And Going Concern
Schedule of fair value of derivative liability	Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – December 31, 2017 $ – $ – $ 2,236,656 $ 2,236,656 Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – June 30, 2018 $ – $ – $ 1,983,308 $ 1,983,308

3. Accrued Expenses (Tables)

3. Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2018
Payables and Accruals [Abstract]
Schedule of accrued expenses	June 30, 2018 December 31, 2017 Accrued salaries – related party $ 685,000 470,000 Lease payable – related party 25,250 25,250 Accrued expenses – other 245,127 245,446 Total $ 955,377 740,696

4. Notes Payable (Tables)

4. Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Schedule of notes payable	June 30, 2018 December 31, 2017 Notes Payable – Unrelated Party $ 98,379 $ 215,979 Notes Payable – Related Party 152,798 144,189 Total 251,177 360,168 Current portion (251,177 ) (360,168 ) Long-term portion $ – $ –

5. Convertible Notes Payable (T

5. Convertible Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Convertible notes	June 30, 2018 December 31, 2017 Convertible Notes Payable – Unrelated Party $ 1,178,340 $ 861,875 Convertible Notes Payable – Related Party 165,000 165,000 Discount on Convertible Notes Payable - Unrelated Party (300,284 ) (245,494 ) Total - Current $ 1,043,056 $ 781,381

6. Fair Value Measurement (Tabl

6. Fair Value Measurement (Tables)	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
Schedule of changes in fair value	Derivative Liability, December 31, 2017 2,236,656 Day 1 Loss 103,392 Discount from derivatives 257,090 Mark to market adjustment (633,682 ) Resolution of derivative liability upon conversion (95,456 ) Derivative Liability, March 31, 2018 1,868,000 Day 1 Loss 293,416 Discount from derivatives 227,500 Mark to market adjustment (344,812 ) Resolution of derivative liability upon conversion (60,796 ) Derivative Liability, June 30, 2018 1,983,308
Assumptions for fair value of derivative liabilities	For the period ended June 30, 2018 December 31, 2017 Volatility 166.55%-240.09% 111.09% - 220.65% Risk-free interest rate 1.90%-2.33% 0.51% - 1.76% Expected term .02-5.14 .02-1.00
Schedule of Assumptions Used warrants	Six Month Period Ended Volatility 240% Risk-free interest rate 2.63% Expected term 2.73

9. Segment Reporting (Tables)

9. Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2018
Segment Reporting [Abstract]
Schedule of segment reporting	For the three months ended June 30, 2018 June 30, 2017 Revenues: We Three $ 47,386 $ 48,687 Romeo’s NY Pizza 156,719 150,640 Repicci’s Group 356,758 361,159 Total revenues $ 560,863 $ 560,486 Cost of Sales: We Three $ 75,089 $ 45,566 Romeo’s NY Pizza 114,391 106,253 Repicci’s Group 198,575 420,956 Total cost of sales $ 376,912 $ 572,775 Income (Loss) before taxes We Three $ (27,410 ) $ 27,260 Romeo’s NY Pizza 25,723 11,480 Repicci’s Group 142,670 (155,027 ) Others (744,852 ) (657,387 ) Net (loss) for the period $ (603,869 ) $ (773,674 ) For the six months ended June 30, 2018 June 30, 2017 Revenues: We Three $ 98,663 $ 94,697 Romeo’s NY Pizza 304,015 284,877 Repicci’s Group 426,764 621,812 Others – 3,745 Total revenues $ 829,442 $ 1,005,131 Cost of Sales: We Three $ 113,488 $ 79,187 Romeo’s NY Pizza 212,847 200,556 Repicci’s Group 280,730 572,261 Totalcost of sales $ 595,922 $ 852,004 Income (Loss) before taxes We Three $ (17,218 ) $ 42,303 Romeo’s NY Pizza 27,750 (27,474 ) Repicci’s Group 85,976 (117,429 ) Others (793,097 ) (1,197,453 ) Net (loss) for the period $ (696,589 ) $ (1,300,053 ) As of As of June 30, 2018 December 31, 2017 Assets: We Three $ 313,677 $ 235,532 Romeo’s NY Pizza 95,527 158,551 Repicci’s Group 272,965 293,216 Others 587,785 631,762 Total assets $ 1,269,955 $ 1,319,061

2. Basis of Presentation, and24

2. Basis of Presentation, and Going Concern (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Fair value of derivative liability	$ 2,236,656	$ 1,983,308
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	$ 2,236,656	$ 1,983,308

2. Basis of Presentation, and25

2. Basis of Presentation, and Going Concern (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Stockholders deficit	$ (3,746,720)	$ (3,430,321)

3. Accrued Expenses (Details)

3. Accrued Expenses (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accrued salaries - related party	$ 685,000	$ 470,000
Lease payable - related party	25,250	25,250
Accrued expenses - other	245,127	245,446
Accrued expenses	$ 955,377	$ 740,696

4. Notes Payable (Details)

4. Notes Payable (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Notes Payable - Unrelated Party	$ 98,379	$ 215,979
Notes payable - related party	152,798	144,189
Total	251,177	360,168
Current portion	(251,177)	(360,168)
Long-term portion	$ 0	$ 0

4. Notes Payable (Details Narra

4. Notes Payable (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Proceeds from line credit	$ 0	$ 7,891
Repayment of line of credit	7,049	$ 0
Auto Loan [Member]
Notes Payable - Unrelated Party			$ 31,820
Note 1 [Member]
Notes Payable - Related Party	$ 50,000		50,000
Debt maturity date	Sep. 7, 2016
Debt stated interest rate	8.00%
Note 2 [Member]
Notes Payable - Related Party	$ 50,000		50,000
Debt maturity date	Nov. 17, 2016
Debt stated interest rate	8.00%
Note payable [Member] | Repicci's Franchise Group [Member]
Notes Payable - Related Party	$ 52,798		44,189
Repayment of line of credit	8,609
Shareholder [Member]
Notes Payable - Unrelated Party	$ 10,989		$ 10,989

5. Convertible Notes Payable (D

5. Convertible Notes Payable (Details - Convertible notes) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Convertible notes	$ 1,043,056	$ 781,381
Unrelated Party [Member]
Convertible notes	1,178,340	861,875
Discount on notes	(300,284)	(245,494)
Related Party [Member]
Convertible notes	$ 165,000	$ 165,000

5. Convertible Notes Payable 30

5. Convertible Notes Payable (Details Narrative) - USD ($)	Mar. 11, 2009	Apr. 28, 2008	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Proceeds from convertible notes payable					$ 402,090	$ 465,000
Repayment of convertible notes payable					0	10,000
Convertible note payable			$ 878,056		878,056		$ 616,381
Amortization of debt discount			201,440		434,960	143,639
Unrelated Party [Member]
Agreegate borrowed amount			395,000		395,000
Original issue discounts					12,250
Convertible note payable			1,048,056		1,048,056		781,381
Amortization of debt discount			233,520	$ 30,277	434,960	$ 143,639
Unamortized discount			$ 300,284		$ 300,284		245,494
Convertible Debt [Member]
Stock issued for conversion of debt, shares issued			7,785		95,285
Stock issued for conversion of debt, amount converted			$ 4,107,877		$ 12,407,985
Stock issued for conversion of debt, interest converted			21,780		41,902
Debenture 1 [Member]
Unsecured Convertible Debenture		$ 150,000
Share price		$ 0.03
Interest rate		12.00%
Maturity date		Aug. 31, 2009
Convertible Notes Payable - Related Party			150,000		150,000		150,000
Debenture 2 [Member]
Unsecured Convertible Debenture	$ 15,000
Share price	$ 0.03
Interest rate	12.00%
Maturity date	Aug. 31, 2009
Convertible Notes Payable - Related Party			$ 15,000		$ 15,000		$ 15,000

6. Fair Value Measurement (Deta

6. Fair Value Measurement (Details - Changes in fair value) - USD ($)	3 Months Ended
	Jun. 30, 2018	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Derivative liability, beginning balance	$ 1,868,000	$ 2,236,656
Day 1 Loss	293,416	103,392
Discount from derivatives	227,500	257,090
Mark to market adjustment	(344,812)	(633,682)
Resolution of derivative liability upon conversion	(60,796)	(95,456)
Derivative liability, ending balance	$ 1,983,308	$ 1,868,000

6. Fair Value Measurement (De32

6. Fair Value Measurement (Details - Convertible debt assumptions)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Volatility	240.00%
Risk-free interest rate	2.63%
Expected term	2 years 8 months 23 days
Convertible Debt [Member] | Minimum [Member]
Volatility	166.55%	111.09%
Risk-free interest rate	1.90%	0.51%
Expected term	7 days	7 days
Convertible Debt [Member] | Maximum [Member]
Volatility	240.09%	220.65%
Risk-free interest rate	2.33%	1.76%
Expected term	5 years 1 month 20 days	1 year

6. Fair Value Measurement (De33

6. Fair Value Measurement (Details - Assumptions)	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
Volatility	240.00%
Risk-free interest rate	2.63%
Expected term	2 years 8 months 23 days

7. Capital Stock (Details Narra

7. Capital Stock (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Third-party consultant [Member]
Stock issued new, share		3,886,930
Stock issued new, value		$ 86,751
Convertible Debt [Member]
Stock issued for conversion of debt, shares issued	7,785	95,285
Stock issued for conversion of debt, amount converted	$ 4,107,877	$ 12,407,985
Stock issued for conversion of debt, interest converted	$ 21,780	$ 41,902
Preferred Stock Series B [Member]
Preferred stock converted, shares converted		10,000
Preferred stock converted, common shares issued		50,000
Series H Preferred Stock [Member]
Preferred stock converted, shares converted		4,859,469
Preferred stock converted, common shares issued		6,074,223
Series I Preferred Stock [Member]
Preferred stock converted, shares converted		203,655
Preferred stock converted, common shares issued		305,483

8. Commitments and Contingenc35

8. Commitments and Contingencies (Details Narrative)) - Employment Agreement [Member]	6 Months Ended
	Jun. 30, 2018USD ($)
Chief Executive Officer [Member]
Monthly compensation	$ 25,000
Chief Operating Officer [Member]
Monthly compensation	10,000
Thompson [Member]
Monthly compensation	$ 25,000

9. Segment Reporting (Details)

9. Segment Reporting (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Revenues	$ 560,863	$ 560,486	$ 829,442	$ 1,005,131
Cost of Sales	376,912	572,775	595,922	852,004
Net (loss)	(603,869)	(773,674)	(696,589)	(1,300,053)
Assets	1,269,955		1,269,955		$ 1,319,061
We Three, LLC [Member]
Revenues	47,386	48,687	98,663	94,697
Cost of Sales	75,089	45,566	113,488	79,187
Net (loss)	(27,410)	27,260	(17,218)	42,303
Assets	313,677		313,677		235,532
Romeo's NY Pizza [Member]
Revenues	156,719	150,640	304,015	284,877
Cost of Sales	114,391	106,253	212,847	200,556
Net (loss)	25,723	11,480	27,750	(27,474)
Assets	95,527		95,527		158,551
Repicci's Franchise Group [Member]
Revenues	356,758	361,159	426,764	621,812
Cost of Sales	198,575	420,956	280,730	572,261
Net (loss)	142,670	(155,027)	85,976	(117,429)
Assets	272,965		272,965		293,216
Others [Member]
Revenues			0	3,745
Net (loss)	(744,852)	$ (657,387)	(793,097)	$ (1,197,453)
Assets	$ 587,785		$ 587,785		$ 631,762

10. Related Party Transactions

10. Related Party Transactions (Details Narrative)	6 Months Ended
	Jun. 30, 2018USD ($)
Related Party Transactions [Abstract]
Repayment to debt to officers	$ 6,970