Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2019 | |
Document And Entity Information | |
Entity Registrant Name | Cardiff Lexington Corp |
Entity Central Index Key | 0000811222 |
Document Type | S-1 |
Document Period End Date | Sep. 30, 2019 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2019 |
Entity Incorporation, State Country Code | FL |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | |||
Cash | $ 144,971 | $ 158,676 | $ 68,986 |
Accounts receivable-net | 226,039 | 64,343 | 63,061 |
Inventory-net | 3,079 | 3,078 | 46,928 |
Prepaid and other | 46,393 | 51,111 | 11,631 |
Total current assets | 420,482 | 277,208 | 190,606 |
Property and equipment, net of accumulated depreciation | 279,854 | 328,295 | 491,474 |
Land | 603,000 | 603,000 | 603,000 |
Intangible assets, net | 0 | 15,561 | |
Goodwill | 3,749,963 | 2,092,048 | 0 |
Deposits | 19,600 | 24,600 | 16,600 |
Right of use - assets | 357,650 | ||
Other assets | 30,494 | 7,790 | 1,820 |
Total assets | 5,461,043 | 3,332,941 | 1,319,061 |
Current liabilities | |||
Accounts payable and accrued expense | 710,708 | 840,557 | 470,097 |
Accrued expenses - related parties | 1,137,000 | 747,000 | 495,250 |
Interest payable | 513,213 | 366,297 | 312,192 |
Right of use - liability | 357,650 | ||
Due to officers and shareholders | 175,266 | 137,816 | 77,640 |
Deferred Income | 153,226 | 74,684 | 0 |
Line of credit | 0 | 1,999 | 15,498 |
Common stock to be issued | 500 | 500 | 500 |
Notes payable, unrelated party | 597,629 | 190,571 | 215,979 |
Notes payable - related party | 296,916 | 214,495 | 144,189 |
Convertible notes payable, net of debt discounts | 648,866 | 785,788 | 616,381 |
Convertible notes payable - related party | 0 | 0 | 165,000 |
Derivative Liability | 7,351,185 | 1,870,625 | 2,236,656 |
Net, liabilities of discontinued operations | 2,152,199 | 1,743,837 | |
Total current liabilities | 14,094,358 | 7,139,168 | 4,749,382 |
Other Liabilities | |||
Convertible notes payable, net of current portion | 374,172 | 1,040,000 | 0 |
Total liabilities | 14,468,530 | 8,179,168 | 4,749,382 |
Shareholders' (deficit) | |||
Preferred Stock all classes | 8,849 | ||
Preferred stock Series I Shares to be issued | 200,000 | 0 | |
Common stock; 7,500,000,000 shares authorized with $0.001 par value | 524,347 | 603 | 45 |
Additional paid-in capital | 54,654,595 | 50,220,067 | 45,674,137 |
Accumulated deficit | (64,511,706) | (55,378,603) | (49,113,352) |
Total shareholders' (deficit) | (9,007,487) | (4,846,226) | (3,430,321) |
Total liabilities and shareholders' (deficit) | 5,461,043 | 3,332,941 | 1,319,061 |
Series A Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 0 | 0 | |
Preferred Stock Series B [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 2,773 | 2,773 | 2,798 |
Series C Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 0 | 0 | |
Series D Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 400 | 400 | 400 |
Series E Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 241 | 241 | 241 |
Series F Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 280 | 280 | 280 |
Series F-1 Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 57 | 57 | 57 |
Series G Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 18,571 | 0 | 0 |
Series H Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 0 | 4,859 | |
Series H-1 Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 0 | 0 | |
Series I Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 195,000 | 0 | 204 |
Series J Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 0 | 0 | |
Series J1 Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 0 | 0 | |
Series K Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 8,200 | 8,200 | 0 |
Series K1 Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | 1,447 | 1,447 | 0 |
Series L Preferred Stock [Member] | |||
Shareholders' (deficit) | |||
Preferred Stock all classes | $ 98,308 | $ 98,308 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated depreciation | $ 400,993 | $ 495,331 | $ 1,030,231 |
Convertible notes payable, discount | 269,866 | 201,024 | $ 245,494 |
Convertible notes payable, net current portion and net discount | $ 465,828 | $ 0 | |
Common stock, shares authorized | 7,500,000,000 | 7,500,000,000 | 7,500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ .001 |
Common stock, shares issued | 524,346,331 | 602,826 | 44,808 |
Common stock, shares outstanding | 524,346,331 | 602,826 | 44,808 |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 4 | 4 | 4 |
Preferred stock, par value | $ 0.0001 | $ .001 | $ .001 |
Preferred stock, shares issued | 1 | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 | 1 |
Preferred Stock Series B [Member] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 2,773,206 | 2,773,206 | 2,798,205 |
Preferred stock, shares outstanding | 2,773,206 | 2,773,206 | 2,798,205 |
Series C Preferred Stock [Member] | |||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 |
Preferred stock, par value | $ 0.00001 | $ .001 | $ .001 |
Preferred stock, shares issued | 119 | 119 | 117 |
Preferred stock, shares outstanding | 119 | 119 | 117 |
Series D Preferred Stock [Member] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 400,000 | 400,000 | 400,000 |
Preferred stock, shares outstanding | 400,000 | 400,000 | 400,000 |
Series E Preferred Stock [Member] | |||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 241,199 | 241,199 | 241,199 |
Preferred stock, shares outstanding | 241,199 | 241,199 | 241,199 |
Series F Preferred Stock [Member] | |||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 280,069 | 280,069 | 280,069 |
Preferred stock, shares outstanding | 280,069 | 280,069 | 280,069 |
Series F-1 Preferred Stock [Member] | |||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 57,193 | 57,193 | 57,193 |
Preferred stock, shares outstanding | 57,193 | 57,193 | 57,193 |
Series G Preferred Stock [Member] | |||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 18,571,428 | 0 | 0 |
Preferred stock, shares outstanding | 18,571,428 | 0 | 0 |
Series H Preferred Stock [Member] | |||
Preferred stock, shares authorized | 4,859,379 | 4,859,379 | 4,859,379 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 0 | 0 | 4,859,379 |
Preferred stock, shares outstanding | 0 | 0 | 4,859,379 |
Series H-1 Preferred Stock [Member] | |||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Series I Preferred Stock [Member] | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 195,000,000 | 0 | 203,655 |
Preferred stock, shares outstanding | 195,000,000 | 0 | 203,655 |
Series J Preferred Stock [Member] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Series J1 Preferred Stock [Member] | |||
Preferred stock, shares authorized | 7,500,000 | 7,500,000 | 7,500,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Series K Preferred Stock [Member] | |||
Preferred stock, shares authorized | 10,937,500 | 10,937,500 | 10,937,500 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 8,200,562 | 8,200,562 | 0 |
Preferred stock, shares outstanding | 8,200,562 | 8,200,562 | 0 |
Series K1 Preferred Stock [Member] | |||
Preferred stock, shares authorized | 35,000,000 | 35,000,000 | 35,000,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 1,447,157 | 1,447,157 | 0 |
Preferred stock, shares outstanding | 1,447,157 | 1,447,157 | 0 |
Series L Preferred Stock [Member] | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ .001 |
Preferred stock, shares issued | 98,307,692 | 98,307,692 | |
Preferred stock, shares outstanding | 98,307,692 | 98,307,692 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Total revenue | $ 1,540,608 | $ 697,884 | $ 3,602,420 | $ 1,527,326 | $ 2,226,866 | $ 1,625,768 | ||
Total cost of sales | 580,253 | 591,066 | 1,637,231 | 1,186,988 | 1,471,034 | 1,431,909 | ||
GROSS MARGIN | 960,356 | 106,818 | 1,965,189 | 340,338 | 755,832 | 193,859 | ||
OPERATING EXPENSES | ||||||||
Depreciation and amortization expense | (1,945) | (9,279) | 9,373 | 15,992 | 21,831 | 160,171 | ||
Impairment of asset | 0 | 300,000 | 0 | 300,000 | 0 | 0 | ||
Goodwill impairment | 0 | 1,459,725 | 0 | 932,529 | ||||
Loss on disposal of assets | 0 | 38,584 | ||||||
Selling, general and administrative | 817,978 | 1,032,113 | 2,421,624 | 2,008,405 | 2,755,021 | 2,055,115 | ||
Total operating expenses | 816,033 | 1,022,834 | 2,430,997 | 2,024,397 | 2,776,832 | 3,186,399 | ||
LOSS FROM OPERATIONS | 144,322 | (916,016) | (465,808) | (1,684,059) | (2,021,020) | (2,992,540) | ||
OTHER INCOME (EXPENSE) | ||||||||
Other income | 33,644 | 84 | 136,460 | 1,664 | 1,743 | 108,234 | ||
Bad debt expense | 0 | (23,607) | 0 | (23,607) | (23,607) | 0 | ||
(Loss) from extinguishment of debt | 0 | (45,933) | ||||||
Change in value of derivative liability | (2,340,167) | (1,898,704) | (6,635,549) | (1,317,018) | (629,176) | (36,469) | ||
Gain/(loss) on sale of assets | 0 | (14,196) | 0 | 874 | 874 | 0 | ||
Interest expense | (49,352) | (72,355) | (220,179) | (164,277) | (328,970) | (111,682) | ||
Conversion cost reimbursement | 0 | 0 | (13,520) | 0 | ||||
Conversion cost penalty | (136,401) | 0 | (668,897) | 0 | ||||
Impairment of asset | 0 | (300,000) | 0 | (300,000) | 0 | 0 | ||
Impairment on acquisition | 0 | (1,459,725) | 0 | (1,459,725) | ||||
Amortization of debt discounts | (302,846) | (330,941) | (825,206) | (765,901) | (950,736) | (573,605) | ||
Total other income (expenses) | (2,795,122) | (4,099,444) | (8,226,891) | (4,027,990) | (1,929,872) | (659,455) | ||
NET LOSS FROM OPERATIONS BEFORES DISCONTINUED OPERATIONS | (3,950,892) | 0 | ||||||
Loss from Discontinued Operations | (339,659) | 0 | (440,407) | 0 | (2,314,359) | 0 | ||
NET (LOSS) FOR THE PERIOD | $ (2,990,459) | $ (5,015,460) | $ (9,133,106) | $ (5,712,049) | $ (6,265,251) | $ (3,651,995) | ||
(LOSS) PER COMMON SHARE - BASIC AND DILUTED FOR CONTINUED OPERATIONS | $ (0.01) | $ (43.46) | $ (0.06) | $ (78.42) | $ (0.15) | $ (126.20) | ||
(LOSS) PER COMMON SHARE - BASIC AND DILUTED FOR DISCONTINUED OPERATIONS | $ 0 | [1] | $ 0 | $ 0 | [1] | $ 0 | $ (0.26) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED | 275,203,293 | 115,404 | 144,871,780 | 72,839 | 602,038 | 28,937 | ||
Rental Business [Member] | ||||||||
Total revenue | $ 39,199 | $ 44,740 | $ 135,577 | $ 143,403 | $ 186,096 | $ 193,601 | ||
Total cost of sales | 32,254 | 43,305 | 153,873 | 145,650 | 182,690 | 155,416 | ||
Food and beverage [Member] | ||||||||
Total revenue | 157,091 | 148,540 | 472,237 | 452,555 | 883,135 | 1,066,991 | ||
Total cost of sales | 175,357 | 111,814 | 524,717 | 324,661 | 950,358 | 1,276,493 | ||
Sales of ice cream [Member] | ||||||||
Total revenue | 0 | 68,079 | 0 | 275,468 | 193,071 | 131,487 | ||
Total cost of sales | 0 | |||||||
Sales of Ice Cream - Ice Cream Sales [Member] | ||||||||
Total revenue | 42,959 | 76,475 | 137,802 | 169,550 | ||||
Total cost of sales | 0 | 154,572 | 0 | 435,302 | ||||
Franchise Fees [Member] | ||||||||
Total revenue | 2,044 | 0 | 11,422 | 120,000 | 45,316 | 81,435 | ||
Total cost of sales | 0 | |||||||
Royalty Fees [Member] | ||||||||
Total revenue | 11,198 | 7,350 | 28,737 | 13,650 | 19,500 | 19,500 | ||
Total cost of sales | 0 | |||||||
Truck and build out [Member] | ||||||||
Total revenue | 0 | 129,000 | ||||||
Tax Services [Member] | ||||||||
Total revenue | 1,288,116 | 229,124 | 2,816,644 | 229,124 | 899,748 | |||
Total cost of sales | 372,642 | 155,475 | 958,641 | 155,475 | 337,986 | |||
Travel Services [Member] | ||||||||
Total revenue | 0 | 0 | ||||||
Total cost of sales | 0 | 0 | 0 | 0 | 0 | 0 | ||
Other [Member] | ||||||||
Total revenue | 0 | 123,576 | 0 | 123,576 | $ 0 | 3,754 | ||
Total cost of sales | $ 0 | $ 125,900 | $ 0 | $ 125,900 | $ 0 | |||
[1] | Less than $0.01 |
CONSOLIDATED STATEMENT OF DEFIC
CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS EQUITY (UNAUDITED) (September 2019) - USD ($) | Preferred Stock Series A | Preferred Stock Series B, D, E, F, F-1, H, I | Preferred Shares to be issued | Preferred Stock Series C | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2016 | 1 | 5,480,050 | 118 | 17,604 | ||||
Beginning balance, value at Dec. 31, 2016 | $ 18 | $ 43,856,562 | $ (45,461,357) | $ (1,599,297) | ||||
Conversion of Series B Preferred Stock, shares | (1,627,732) | 5,426 | ||||||
Conversion of Series B Preferred Stock, value | $ (1,628) | $ 5 | 1,623 | |||||
Conversion of Series I Preferred Stock, shares | 235 | |||||||
Conversion of Series I Preferred Stock, value | $ 0 | 0 | ||||||
Capital contribution | 1,972,999 | |||||||
Net loss | (3,651,995) | (3,651,995) | ||||||
Ending balance, shares at Dec. 31, 2017 | 8,839,303 | 117 | 44,808 | |||||
Ending balance, value at Dec. 31, 2017 | $ 8,849 | $ 45 | 45,674,137 | (49,113,352) | (3,430,321) | |||
Conversion of Series B Preferred Stock, shares | (10,000) | 33 | ||||||
Conversion of Series B Preferred Stock, value | $ (10) | $ 0 | 10 | |||||
Conversion of Series H Preferred Stock, shares | (2,546,259) | 2,122 | ||||||
Conversion of Series H Preferred Stock, value | $ (2,546) | $ 2 | 2,544 | |||||
Common stock issued for services - Eurasian consulting agreement, shares | 247 | |||||||
Common stock issued for services - Eurasian consulting agreement, value | $ 0 | 11,074 | 11,074 | |||||
Conversion of convertible notes payable, shares | 5,533 | |||||||
Conversion of convertible notes payable, value | $ 6 | 103,616 | 103,622 | |||||
Reclassified Derivative liabilities to Additional Paid in Capital | 95,456 | 95,456 | ||||||
Net loss | (92,720) | (92,720) | ||||||
Ending balance, shares at Mar. 31, 2018 | 6,283,044 | 117 | 52,744 | |||||
Ending balance, value at Mar. 31, 2018 | $ 6,292 | $ 53 | 45,886,835 | (49,206,072) | (3,312,890) | |||
Beginning balance, shares at Dec. 31, 2017 | 8,839,303 | 117 | 44,808 | |||||
Beginning balance, value at Dec. 31, 2017 | $ 8,849 | $ 45 | 45,674,137 | (49,113,352) | (3,430,321) | |||
Net loss | (5,712,049) | |||||||
Ending balance, shares at Sep. 30, 2018 | 111,697,592 | 119 | 183,163 | |||||
Ending balance, value at Sep. 30, 2018 | $ 111,708 | $ 184 | 46,372,769 | (54,825,401) | (5,340,742) | |||
Beginning balance, shares at Dec. 31, 2017 | 8,839,303 | 117 | 44,808 | |||||
Beginning balance, value at Dec. 31, 2017 | $ 8,849 | $ 45 | 45,674,137 | (49,113,352) | (3,430,321) | |||
Conversion of Series B Preferred Stock, shares | (33,999) | 113 | ||||||
Conversion of Series B Preferred Stock, value | $ (34) | $ 0 | 34 | |||||
Conversion of Series I Preferred Stock, shares | (203,655) | 204 | ||||||
Conversion of Series I Preferred Stock, value | $ (204) | $ 0 | 203 | |||||
Conversion of Series H Preferred Stock, shares | (2,546,259) | 2,122 | ||||||
Conversion of Series H Preferred Stock, value | $ (2,546) | $ 2 | 2,544 | |||||
Common stock issued for services - Eurasian consulting agreement, shares | 2,591 | |||||||
Common stock issued for services - Eurasian consulting agreement, value | $ 3 | 86,749 | 86,751 | |||||
Conversion of convertible notes payable, shares | 549,441 | |||||||
Conversion of convertible notes payable, value | $ 549 | 996,755 | 997,304 | |||||
Net loss | (6,265,251) | (6,265,251) | ||||||
Ending balance, shares at Dec. 31, 2018 | 111,697,591 | 119 | 602,826 | |||||
Ending balance, value at Dec. 31, 2018 | $ 111,707 | $ 200,000 | $ 0 | $ 603 | 50,220,067 | (55,378,603) | (4,846,226) | |
Beginning balance, shares at Mar. 31, 2018 | 6,283,044 | 117 | 52,744 | |||||
Beginning balance, value at Mar. 31, 2018 | $ 6,292 | $ 53 | 45,886,835 | (49,206,072) | (3,312,890) | |||
Conversion of Series I Preferred Stock, shares | (112,746) | 113 | ||||||
Conversion of Series I Preferred Stock, value | $ (113) | $ 0 | 113 | |||||
Conversion of Series I Preferred Stock, shares | (90,909) | 91 | ||||||
Conversion of Series I Preferred Stock, value | $ (91) | $ 0 | 91 | |||||
Conversion of Series H Preferred Stock, shares | (2,313,210) | 1,928 | ||||||
Conversion of Series H Preferred Stock, value | $ (2,313) | $ 2 | 2,311 | |||||
Common stock issued for services - Eurasian consulting agreement, shares | 247 | |||||||
Common stock issued for services - Eurasian consulting agreement, value | $ 0 | 9,148 | 9,148 | |||||
Common stock issued for services - Eurasian consulting agreement, shares | 317 | |||||||
Common stock issued for services - Eurasian consulting agreement, value | $ 0 | 8,857 | 8,857 | |||||
Common stock issued for services - Greentree consulting agreement, shares | 1,780 | |||||||
Common stock issued for services - Greentree consulting agreement, value | $ 2 | 57,670 | 57,672 | |||||
Conversion of convertible notes payable, shares | 2,739 | |||||||
Conversion of convertible notes payable, value | $ 3 | 33,563 | 33,565 | |||||
Reclassified Derivative liabilities to Additional Paid in Capital | 60,796 | 60,796 | ||||||
Net loss | (603,869) | (603,869) | ||||||
Ending balance, shares at Jun. 30, 2018 | 3,776,179 | 117 | 59,958 | |||||
Ending balance, value at Jun. 30, 2018 | $ 3,776 | $ 60 | 46,059,384 | (49,809,941) | (3,746,721) | |||
Conversion of Series B Preferred Stock, shares | (23,999) | 80 | ||||||
Conversion of Series B Preferred Stock, value | $ (24) | $ 0 | 24 | |||||
Issuance of Series C Preferred Stock related to Edgeview services, shares | 2 | |||||||
Issuance of Series C Preferred Stock related to Edgeview services, value | 720 | 720 | ||||||
Issuance of Series K Preferred Stock for acquisition of Red Rock, shares | 8,200,562 | |||||||
Issuance of Series K Preferred Stock for acquisition of Red Rock, value | $ 8,201 | 166,799 | 175,000 | |||||
Issuance of Series K-1 Preferred Stock for investment in Red Rock, shares | 1,447,157 | |||||||
Issuance of Series K-1 Preferred Stock for investment in Red Rock, value | $ 1,447 | 98,553 | 100,000 | |||||
Issuance of Series L Preferred Stock for investment in Platinum Tax Defender, shares | 98,307,692 | |||||||
Issuance of Series L Preferred Stock for investment in Platinum Tax Defender, value | $ 98,308 | 1,179,692 | 1,278,000 | |||||
Cancelation of previously issued cert to Jason Levy, shares | (667) | |||||||
Cancelation of previously issued cert to Jason Levy, value | $ (1) | 1 | ||||||
Shares issued to Jason Levy per agreement to resolve accrued payroll, shares | 2,286 | |||||||
Shares issued to Jason Levy per agreement to resolve accrued payroll, value | $ 2 | 239,998 | 240,000 | |||||
Conversion of convertible notes payable, shares | 122,295 | |||||||
Conversion of convertible notes payable, value | $ 123 | 438,360 | 438,483 | |||||
Reclassified Derivative liabilities to Additional Paid in Capital | 1,139,232 | 1,139,232 | ||||||
Correction to balance reverse split partial rounding shares, shares | (789) | |||||||
Correction to balance reverse split partial rounding shares, value | $ (1) | 1 | ||||||
Capital contribution | 50,000 | 50,000 | ||||||
Net loss | (5,015,460) | (5,015,460) | ||||||
Ending balance, shares at Sep. 30, 2018 | 111,697,592 | 119 | 183,163 | |||||
Ending balance, value at Sep. 30, 2018 | $ 111,708 | $ 184 | 46,372,769 | (54,825,401) | (5,340,742) | |||
Beginning balance, shares at Dec. 31, 2018 | 111,697,591 | 119 | 602,826 | |||||
Beginning balance, value at Dec. 31, 2018 | $ 111,707 | $ 200,000 | $ 0 | $ 603 | 50,220,067 | (55,378,603) | (4,846,226) | |
Issuance to balance reverse split partial rounding shares, shares | (826) | |||||||
Issuance to balance reverse split partial rounding shares, value | ||||||||
Issuance of PF I shares as Bonus to Cunningham and Thompson, shares | 250,000,000 | |||||||
Issuance of PF I shares as Bonus to Cunningham and Thompson, value | $ 250,000 | $ (200,000) | (50,000) | |||||
Conversion of convertible notes payable, shares | 825,122 | |||||||
Conversion of convertible notes payable, value | $ 825 | 694,667 | 695,492 | |||||
Net loss | (4,871,846) | (4,871,846) | ||||||
Ending balance, shares at Mar. 31, 2019 | 361,697,591 | 119 | 1,427,122 | |||||
Ending balance, value at Mar. 31, 2019 | $ 361,707 | $ 0 | $ 1,428 | 50,864,734 | (60,250,449) | (9,022,580) | ||
Beginning balance, shares at Dec. 31, 2018 | 111,697,591 | 119 | 602,826 | |||||
Beginning balance, value at Dec. 31, 2018 | $ 111,707 | $ 200,000 | $ 0 | $ 603 | 50,220,067 | (55,378,603) | (4,846,226) | |
Net loss | (9,133,106) | |||||||
Ending balance, shares at Sep. 30, 2019 | 325,269,019 | 119 | 524,346,331 | |||||
Ending balance, value at Sep. 30, 2019 | $ 325,278 | $ 0 | $ 524,348 | 54,656,595 | (64,511,708) | (9,007,487) | ||
Beginning balance, shares at Mar. 31, 2019 | 361,697,591 | 119 | 1,427,122 | |||||
Beginning balance, value at Mar. 31, 2019 | $ 361,707 | $ 0 | $ 1,428 | 50,864,734 | (60,250,449) | (9,022,580) | ||
Issuance for Key Tax acquisition, shares | 18,571,428 | 500,000 | ||||||
Issuance for Key Tax acquisition, value | $ 18,571 | $ 500 | 1,280,929 | 1,300,000 | ||||
Conversion of PF1 to CS shares Cunningham and Thompson, shares | (55,000,000) | 82,500,000 | ||||||
Conversion of PF1 to CS shares Cunningham and Thompson, value | $ (55,000) | $ 82,500 | (27,500) | |||||
Conversion of convertible notes payable, shares | 15,913,565 | |||||||
Conversion of convertible notes payable, value | $ 15,914 | 76,761 | 92,675 | |||||
Reclassified Derivative liabilities to Additional Paid in Capital | 694,956 | 694,956 | ||||||
Net loss | (1,270,801) | (1,270,801) | ||||||
Ending balance, shares at Jun. 30, 2019 | 325,269,019 | 119 | 100,340,687 | |||||
Ending balance, value at Jun. 30, 2019 | $ 325,277 | $ 0 | $ 100,342 | 52,889,881 | (61,521,250) | (8,205,750) | ||
Conversion of convertible notes payable, shares | 424,005,644 | |||||||
Conversion of convertible notes payable, value | $ 424,005 | (261,935) | 162,070 | |||||
Reclassified Derivative liabilities to Additional Paid in Capital | 2,026,650 | 2,026,650 | ||||||
Net loss | (2,990,459) | (2,990,459) | ||||||
Ending balance, shares at Sep. 30, 2019 | 325,269,019 | 119 | 524,346,331 | |||||
Ending balance, value at Sep. 30, 2019 | $ 325,278 | $ 0 | $ 524,348 | $ 54,656,595 | $ (64,511,708) | $ (9,007,487) |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY) - USD ($) | Preferred Stock Series A | Preferred Stock Series B, D, E, F, F-1, H, I | Preferred Shares to be issued | Preferred Stock Series C | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance, shares at Dec. 31, 2016 | 1 | 5,480,050 | 118 | 17,604 | ||||
Beginning balance, value at Dec. 31, 2016 | $ 18 | $ 43,856,562 | $ (45,461,357) | $ (1,599,297) | ||||
Issuance of common stock to be issued, shares | 12,667 | |||||||
Issuance of common stock to be issued, value | $ 13 | 1,415,587 | 1,415,600 | |||||
Common stock issued for payment of accrued expenses, shares | (333) | |||||||
Common stock issued for payment of accrued expenses, value | $ 0 | (2,500) | (2,500) | |||||
Cancellation of Common Stock - accrued liabilities, shares | 6,322 | |||||||
Cancellation of Common Stock - accrued liabilities, value | $ 6 | 143,857 | 143,863 | |||||
Common stock issued for debt settlement - related party, shares | 1,496 | |||||||
Common stock issued for debt settlement - related party, value | $ 1 | 535,967 | 535,968 | |||||
Shares issuance for prior conversion error, shares | 1 | |||||||
Shares issuance for prior conversion error, value | $ 0 | 76 | 76 | |||||
Series B Preferred Stock issued for debt settlement, shares | 24,000 | |||||||
Series B Preferred Stock issued for debt settlement, value | $ 24 | 21,756 | 21,780 | |||||
Common stock issued for services, shares | 1,505 | |||||||
Common stock issued for services, value | $ 2 | 277,269 | 277,271 | |||||
Cancellation of common stock, shares | (667) | |||||||
Cancellation of common stock, value | $ (1) | (999) | (1,000) | |||||
Common stock compensation for shares cancellation, shares | 33 | |||||||
Common stock compensation for shares cancellation, value | $ 0 | 2,998 | 2,998 | |||||
Preferred B issued for service, shares | 15,906 | |||||||
Preferred B issued for service, value | $ 16 | 6,338 | 6,354 | |||||
Common stock issued for cash, shares | 67 | |||||||
Common stock issued for cash, value | $ 0 | 10,000 | 10,000 | |||||
Issuance of Series I Preferred Stock for cash, shares | 112,746 | |||||||
Issuance of Series I Preferred Stock for cash, value | $ 113 | 19,887 | 20,000 | |||||
Preferred I issued for cash - related party, shares | 90,909 | |||||||
Preferred I issued for cash - related party, value | $ 101 | 9,899 | 10,000 | |||||
Conversion of Series B Preferred Stock, shares | (1,627,732) | 5,426 | ||||||
Conversion of Series B Preferred Stock, value | $ (1,628) | $ 5 | 1,623 | |||||
Conversion of Series F1 Preferred Stock, shares | (115,955) | 387 | ||||||
Conversion of Series F1 Preferred Stock, value | $ (116) | $ 0 | 116 | |||||
Conversion of Series C Preferred Stock, share | (1) | 67 | ||||||
Conversion of Series C Preferred Stock, value | $ 0 | 0 | ||||||
Conversion of Series I Preferred Stock, shares | 235 | |||||||
Conversion of Series I Preferred Stock, value | $ 0 | 0 | ||||||
Series H Preferred Stock issued for acquisition, shares | 4,859,379 | |||||||
Series H Preferred Stock issued for acquisition, value | $ 4,859 | 724,048 | 728,907 | |||||
Warrants Granted | 219,210 | 219,210 | ||||||
Derivative resolution upon conversion | 405,443 | 405,443 | ||||||
Reclassified Derivative liabilities to Additional Paid in Capital | (1,972,999) | (1,972,999) | ||||||
Net loss | (3,651,995) | (3,651,995) | ||||||
Ending balance, shares at Dec. 31, 2017 | 8,839,303 | 117 | 44,808 | |||||
Ending balance, value at Dec. 31, 2017 | $ 8,849 | $ 45 | 45,674,137 | (49,113,352) | (3,430,321) | |||
Conversion of Series B Preferred Stock, shares | (10,000) | 33 | ||||||
Conversion of Series B Preferred Stock, value | $ (10) | $ 0 | 10 | |||||
Conversion of Series H Preferred Stock, shares | (2,546,259) | 2,122 | ||||||
Conversion of Series H Preferred Stock, value | $ (2,546) | $ 2 | 2,544 | |||||
Common stock issued for services - Eurasian consulting agreement, shares | 247 | |||||||
Common stock issued for services - Eurasian consulting agreement, value | $ 0 | 11,074 | 11,074 | |||||
Conversion of convertible notes payable, shares | 5,533 | |||||||
Conversion of convertible notes payable, value | $ 6 | 103,616 | 103,622 | |||||
Net loss | (92,720) | (92,720) | ||||||
Ending balance, shares at Mar. 31, 2018 | 6,283,044 | 117 | 52,744 | |||||
Ending balance, value at Mar. 31, 2018 | $ 6,292 | $ 53 | 45,886,835 | (49,206,072) | (3,312,890) | |||
Beginning balance, shares at Dec. 31, 2017 | 8,839,303 | 117 | 44,808 | |||||
Beginning balance, value at Dec. 31, 2017 | $ 8,849 | $ 45 | 45,674,137 | (49,113,352) | (3,430,321) | |||
Derivative resolution upon conversion | 1,295,485 | |||||||
Net loss | (5,712,049) | |||||||
Ending balance, shares at Sep. 30, 2018 | 111,697,592 | 119 | 183,163 | |||||
Ending balance, value at Sep. 30, 2018 | $ 111,708 | $ 184 | 46,372,769 | (54,825,401) | (5,340,742) | |||
Beginning balance, shares at Dec. 31, 2017 | 8,839,303 | 117 | 44,808 | |||||
Beginning balance, value at Dec. 31, 2017 | $ 8,849 | $ 45 | 45,674,137 | (49,113,352) | (3,430,321) | |||
Common stock issued for services, value | 277,271 | |||||||
Conversion of Series B Preferred Stock, shares | (33,999) | 113 | ||||||
Conversion of Series B Preferred Stock, value | $ (34) | $ 0 | 34 | |||||
Conversion of Series I Preferred Stock, shares | (203,655) | 204 | ||||||
Conversion of Series I Preferred Stock, value | $ (204) | $ 0 | 203 | |||||
Conversion of Series H Preferred Stock, shares | (2,546,259) | 2,122 | ||||||
Conversion of Series H Preferred Stock, value | $ (2,546) | $ 2 | 2,544 | |||||
Common stock issued for services - Eurasian consulting agreement, shares | 2,591 | |||||||
Common stock issued for services - Eurasian consulting agreement, value | $ 3 | 86,749 | 86,751 | |||||
Warrants granted for services, shares | ||||||||
Warrants granted for services, value | ||||||||
Conversion of Series H Preferred stock, shares | (2,313,210) | 1,928 | ||||||
Conversion of Series H Preferred stock, value | $ (2,313) | $ 2 | 2,311 | |||||
Issuance of Series K Preferred Stock for acquisition, shares | 8,200,562 | |||||||
Issuance of Series K Preferred Stock for acquisition, value | $ 8,201 | 166,799 | 175,000 | |||||
Issuance of Series K-1 Preferred Stock for acquisition, shares | 1,447,157 | |||||||
Issuance of Series K-1 Preferred Stock for acquisition, value | $ 1,447 | 98,553 | 100,000 | |||||
Issuance of Series C Preferred Stock for services, shares | 2 | |||||||
Issuance of Series C Preferred Stock for services, value | $ 0 | 720 | 720 | |||||
Issuance of Series L Preferred Stock for acquisition, shares | 98,307,692 | |||||||
Issuance of Series L Preferred Stock for acquisition, value | $ 98,308 | 1,179,692 | 1,278,000 | |||||
Cancelation of previously issued common shares for services, shares | (667) | |||||||
Cancelation of previously issued common shares for services, value | $ (1) | 1 | ||||||
Common shares issued for accrued expense, shares | 2,286 | |||||||
Common shares issued for accrued expense, value | $ 2 | 239,998 | 240,000 | |||||
Common shares to be issued for subsidiary obligation, value | ||||||||
Issuance of I preferred shares for officer compensation - bonus, value | 200,000 | 200,000 | ||||||
Correction of previous issuance of commons shares for accrued expense, value | (80,000) | (80,000) | ||||||
Reclass of settlements | 80,574 | 80,574 | ||||||
Conversion of convertible notes payable, shares | 549,441 | |||||||
Conversion of convertible notes payable, value | $ 549 | 996,755 | 997,304 | |||||
Reclassified Derivative liabilities to Additional Paid in Capital | 1,770,997 | 1,770,997 | ||||||
Net loss | (6,265,251) | (6,265,251) | ||||||
Ending balance, shares at Dec. 31, 2018 | 111,697,591 | 119 | 602,826 | |||||
Ending balance, value at Dec. 31, 2018 | $ 111,707 | $ 200,000 | $ 0 | $ 603 | 50,220,067 | (55,378,603) | (4,846,226) | |
Beginning balance, shares at Mar. 31, 2018 | 6,283,044 | 117 | 52,744 | |||||
Beginning balance, value at Mar. 31, 2018 | $ 6,292 | $ 53 | 45,886,835 | (49,206,072) | (3,312,890) | |||
Conversion of Series I Preferred Stock, shares | (112,746) | 113 | ||||||
Conversion of Series I Preferred Stock, value | $ (113) | $ 0 | 113 | |||||
Conversion of Series H Preferred Stock, shares | (2,313,210) | 1,928 | ||||||
Conversion of Series H Preferred Stock, value | $ (2,313) | $ 2 | 2,311 | |||||
Common stock issued for services - Eurasian consulting agreement, shares | 247 | |||||||
Common stock issued for services - Eurasian consulting agreement, value | $ 0 | 9,148 | 9,148 | |||||
Conversion of convertible notes payable, shares | 2,739 | |||||||
Conversion of convertible notes payable, value | $ 3 | 33,563 | 33,565 | |||||
Net loss | (603,869) | (603,869) | ||||||
Ending balance, shares at Jun. 30, 2018 | 3,776,179 | 117 | 59,958 | |||||
Ending balance, value at Jun. 30, 2018 | $ 3,776 | $ 60 | 46,059,384 | (49,809,941) | (3,746,721) | |||
Conversion of Series B Preferred Stock, shares | (23,999) | 80 | ||||||
Conversion of Series B Preferred Stock, value | $ (24) | $ 0 | 24 | |||||
Conversion of convertible notes payable, shares | 122,295 | |||||||
Conversion of convertible notes payable, value | $ 123 | 438,360 | 438,483 | |||||
Net loss | (5,015,460) | (5,015,460) | ||||||
Ending balance, shares at Sep. 30, 2018 | 111,697,592 | 119 | 183,163 | |||||
Ending balance, value at Sep. 30, 2018 | $ 111,708 | $ 184 | 46,372,769 | (54,825,401) | (5,340,742) | |||
Beginning balance, shares at Dec. 31, 2018 | 111,697,591 | 119 | 602,826 | |||||
Beginning balance, value at Dec. 31, 2018 | $ 111,707 | $ 200,000 | $ 0 | $ 603 | 50,220,067 | (55,378,603) | (4,846,226) | |
Conversion of convertible notes payable, shares | 825,122 | |||||||
Conversion of convertible notes payable, value | $ 825 | 694,667 | 695,492 | |||||
Net loss | (4,871,846) | (4,871,846) | ||||||
Ending balance, shares at Mar. 31, 2019 | 361,697,591 | 119 | 1,427,122 | |||||
Ending balance, value at Mar. 31, 2019 | $ 361,707 | $ 0 | $ 1,428 | 50,864,734 | (60,250,449) | (9,022,580) | ||
Beginning balance, shares at Dec. 31, 2018 | 111,697,591 | 119 | 602,826 | |||||
Beginning balance, value at Dec. 31, 2018 | $ 111,707 | $ 200,000 | $ 0 | $ 603 | 50,220,067 | (55,378,603) | (4,846,226) | |
Derivative resolution upon conversion | 2,721,606 | |||||||
Net loss | (9,133,106) | |||||||
Ending balance, shares at Sep. 30, 2019 | 325,269,019 | 119 | 524,346,331 | |||||
Ending balance, value at Sep. 30, 2019 | $ 325,278 | $ 0 | $ 524,348 | 54,656,595 | (64,511,708) | (9,007,487) | ||
Beginning balance, shares at Mar. 31, 2019 | 361,697,591 | 119 | 1,427,122 | |||||
Beginning balance, value at Mar. 31, 2019 | $ 361,707 | $ 0 | $ 1,428 | 50,864,734 | (60,250,449) | (9,022,580) | ||
Conversion of convertible notes payable, shares | 15,913,565 | |||||||
Conversion of convertible notes payable, value | $ 15,914 | 76,761 | 92,675 | |||||
Net loss | (1,270,801) | (1,270,801) | ||||||
Ending balance, shares at Jun. 30, 2019 | 325,269,019 | 119 | 100,340,687 | |||||
Ending balance, value at Jun. 30, 2019 | $ 325,277 | $ 0 | $ 100,342 | 52,889,881 | (61,521,250) | (8,205,750) | ||
Conversion of convertible notes payable, shares | 424,005,644 | |||||||
Conversion of convertible notes payable, value | $ 424,005 | (261,935) | 162,070 | |||||
Net loss | (2,990,459) | (2,990,459) | ||||||
Ending balance, shares at Sep. 30, 2019 | 325,269,019 | 119 | 524,346,331 | |||||
Ending balance, value at Sep. 30, 2019 | $ 325,278 | $ 0 | $ 524,348 | $ 54,656,595 | $ (64,511,708) | $ (9,007,487) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (9,133,106) | $ (5,712,049) | $ (6,265,251) | $ (3,651,995) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||
Depreciation | 53,549 | 59,730 | 79,299 | 227,959 |
Loss (gain) from disposal of fixed assets | 0 | (874) | (875) | 38,584 |
Loss (gain) from impairment of goodwill | 0 | 1,459,725 | 0 | 932,529 |
Loss (gain) on settlement of liabilities | 0 | (38,220) | ||
Loss on settlement of note payable - related party | 0 | 84,153 | ||
Amortization of loan discount | 509,586 | 765,901 | 201,440 | 573,605 |
Change in value of derivative liability | 6,635,549 | 1,317,018 | 629,176 | 36,469 |
Stock based compensation | 0 | 87,472 | 287,472 | 285,623 |
Warrants expense | 0 | 96,753 | ||
Convertible note issued for conversion cost reimbursement | 13,520 | 18,880 | 137,705 | 0 |
Conversion cost penalty | 668,897 | 0 | ||
Other Income | 0 | 16,338 | 16,338 | 0 |
Convertible note issued for services rendered | 0 | 80,000 | ||
(Increase) decrease in: | ||||
Accounts receivable | (161,694) | 61,898 | 88,047 | (31,053) |
Inventory | 0 | 43,849 | 43,849 | (4,699) |
Deposits | 5,000 | 0 | 0 | 0 |
Prepaids and other | 203 | (35,288) | (34,965) | 25,359 |
Other assets | (22,704) | 345,274 | 44,251 | (15,072) |
Intangible assets | 0 | 15,561 | 15,561 | 0 |
Increase(decrease) in: | ||||
Accounts payable | (344,156) | (74,993) | 325,889 | 140,837 |
Accrued expenses | 390,000 | 135,910 | (371,551) | (152,261) |
Accrued expenses- related party | 0 | 0 | ||
Interest payable | 146,917 | 169,896 | 269,706 | 80,740 |
Taxes payable | 0 | (4,500) | (15,865) | (7,579) |
Accrued payroll taxes | 0 | 39,149 | (98,868) | (39,736) |
Accrued officers' salaries | 37,450 | 290,000 | 411,487 | 723,100 |
Other liabilities - deferred revenue | (882,813) | 112,893 | 74,684 | 0 |
Net cash used in operating activities | (1,098,816) | (614,904) | ||
Net cash provided by (used in) operating activities - Continuing | (309,130) | (888,210) | (1,098,816) | |
Net cash from discontinued operations - Operating | 0 | 0 | (175,284) | |
INVESTING ACTIVITIES | ||||
Purchase of intangible | 0 | (5,000) | ||
Purchase of fixed assets | 0 | (852,000) | (852,000) | 0 |
Disposal (Purchase) of fixed assets | 0 | 91,847 | 91,847 | (7,800) |
Net cash provided by (used in) investing activities | (760,153) | (12,800) | ||
Net cash provided by (used in) investing activities - Continuing | 0 | (760,153) | ||
Net cash from discontinued operations - Investing | 0 | 0 | ||
FINANCING ACTIVITIES | ||||
Due from related party | 0 | (91,791) | ||
Due to related party | 37,450 | 100,806 | 111,996 | 0 |
Proceeds from sales of stock | 0 | 40,000 | ||
Due to shareholder | 0 | 0 | ||
Proceeds from convertible notes payable | 193,500 | 890,605 | 1,652,603 | 687,200 |
Proceeds from notes payable - related party | 0 | 27,393 | 58,653 | 46,176 |
Proceeds from notes payable | 410,000 | 0 | 0 | 25,343 |
Repayments of convertible notes payable | (235,763) | 0 | 0 | (10,000) |
Repayments of convertible notes payables interest | (67,394) | 607,329 | ||
Repayments of notes payable | 0 | (68,684) | ||
Proceeds from line of credit | 0 | 0 | 16,841 | |
Repayments to line of credit | (1,999) | (9,343) | (13,499) | (11,343) |
Net cash provided by financing activities | 1,809,753 | 633,742 | ||
Net cash provided by financing activities - Continuing | 335,794 | 1,616,790 | 1,089,753 | |
Net cash from Discontinued Operations - Financing | 0 | 0 | 112,400 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 26,664 | (31,573) | (49,216) | 6,038 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 158,676 | 207,892 | 207,892 | 62,948 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 144,971 | 198,834 | 158,676 | 207,892 |
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION | ||||
Cash paid during the period for Interest | 67,394 | 73,858 | 184,240 | 30,866 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Common stock issued upon conversion of notes payable | 950,237 | 575,672 | 997,303 | 143,863 |
Common stock issued for settlement of expense | 0 | 240,000 | 160,000 | 1,415,600 |
Series H Preferred Stock issued for acquisition of Repicci Group | 0 | 728,907 | ||
Issuance of Preferred I and Common shares for acquisition | 1,300,000 | 0 | ||
Common stock cancellation related to accrued liability | 0 | 2,500 | ||
Series I Preferred Stock issued for compensation | 200,000 | 0 | ||
Series B preferred shares issued for debt settlement | 0 | 60,000 | ||
Conversion of preferred stock to common stock | 0 | 5,097 | 5,097 | 1,744 |
Derivative resolution upon conversion | 2,721,606 | 1,295,485 | 405,443 | |
Debt discount from issuance of warrant | 0 | 219,210 | ||
Derivative liability settled upon conversion | 1,770,997 | 405,443 | ||
Derivative liability settled upon conversion | 0 | 1,972,999 | ||
Debt discount from derivative liabilities | 258,000 | 675,792 | $ 0 | $ 535,878 |
Goodwill | $ 1,407,915 | $ 2,092,048 |
1. Summary of Significant Accou
1. Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. 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 Lexington Corp (formerly Cardiff International, Inc.) (“Cardiff”, the “Company”), a publicly held corporation. Organization and Nature of Operations In the first quarter of 2013, management 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. 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. At September 30, 2019, 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; Repicci’s Franchise Group, LLC acquired on August 10, 2016; Platinum Tax Defenders, LLC was acquired July 31, 2018 JM Enterprises 1, Inc. (dba – Key Tax Group) was acquired May 8, 2019 Principles of Consolidation The consolidated financial statements include the accounts of Cardiff, and its wholly-owned subsidiaries: We Three, LLC; Romeo’s NY Pizza; Edge View Properties, Inc.; Repicci’s Franchise Group: Platinum Tax Defenders LLC; and JM Enterprises 1, Inc. (dba – Key Tax Group). Red Rock Travel was discontinued effective June 30 th Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (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. Revenue Recognition On January 1, 2018, we adopted ASC 606, Revenue from contracts with customers (“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. There was no impact to the opening balance of accumulated deficit or revenues for the year ended December 31, 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 from the 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 subsidiary Repicci, generates revenues through franchise fees. Revenues from franchise fees are recognized in accordance with guidance Topic 606, as the fees are earned. One-third of the revenues are recognized within 60 days and the balance are recognized over the life of the franchise agreement, which can be up to 15 years. Our tax resolution subsidiaries, generates revenues through fees billed for efforts to resolve tax related issues that clients have with state and federal taxes. Revenues from these fees are recognized in accordance with guidance Topic 606, as the fees are earned. Fees are typically earned within 60 days. Our segmented revenue is disclosed more fully in our financial statements, see Footnote 15 for further details. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable is reported on the balance sheet at net amounts due to the Company. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible. As of September 30, 2019 and December 31, 2018, the Company had accounts receivable of $226,039 and $64,345, respectively. Accounts receivables are primarily generated from our subsidiaries in their normal course of business. The Company had an allowance as of September 30, 2019 and December 31, 2018 of $36,079 and $30,876, respectively. Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out (FIFO) method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. 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 nine months ended September 30, 2019 and the year ended December 31, 2018, depreciation and amortization expense was $53,549 ($44,177 is included in Cost of Goods Sold) and $80,165 ($57,468 is included in Cost of Goods Sold), respectively. 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 believes such assumptions are also comparable to those that would be used by other marketplace participants. During the nine months ended September 31, 2019 and the year-ended December 31, 2018, the Company had goodwill impairment of $-0- and $1,459,725, respectively, related to its acquisitions of Red Rock Travel Group. The Company based this decision on impairment testing off the underlying assets, expected cash flows, decreased asset value and other factors. 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”) For option based simple derivative financial instruments, the Company uses the Lattice Binomial option pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. 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 entity’s 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 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 Company’s financial assets measured and recorded at fair value on the Company’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2019 and December 31, 2018. Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – September 30, 2019 $ – $ – $ 7,351,185 $ 7,351,185 Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – December 31, 2018 $ – $ – $ 1,870,625 $ 1,870,625 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. 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”). 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 nine month period ended September 30, 2019 and year ended December 31, 2018 the Company did record any interest and penalties associated with uncertain tax positions. As of December 31, 2018, the Company did not have any significant unrecognized uncertain tax positions. 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 nine months ended September 30, 2019 and the year ended December 31, 2018. During a period of net loss, all potentially dilutive securities are anti-dilutive. Accordingly, for the three and nine months ended September 31, 2019 and December 31, 2018 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 (weighted average reflected post 1500:1 reverse stock split for the December 31, 2018 period): For the Nine months and year ended September 30, 2019 September 30, 2018 Numerator: Net (loss) $ (9,133,106 ) $ (6,265,251 ) Denominator: Weighted-average shares outstanding 109,228,404 602,038 Basic (loss) per share $ (0.08 ) $ (0.01 ) This does not include the potential dilutive effect if all exercisable warrants were exercised or conversions of convertible notes and convertible preferred stock as described below as of September 30, 2019: Principal and Interest conversion 613,794,780 Warrants 8,749,287 Preferred Stock conversion 179,106,727 Total 801,650,794 Going Concern The accompanying condensed 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 September 30, 2019, the Company had shareholders’ deficit of $9,007,488. The accompanying condensed 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, 2018 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. Recently Issued Accounting Pronouncements Adoption of ASU 2016-02, Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, The Company adopted this standard on January 1, 2019 using the modified retrospective method. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients. The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize ROU assets or lease liabilities. In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, We expect the adoption will have an immaterial impact to our comparative net income or loss and as such comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We also expect the impact of the adoption of the new standard to be immaterial to our net income or loss on an ongoing basis, due to the nature of our revenues. Recent accounting pronouncements not yet adopted In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a Group recognizes an allowance based on the estimate of expected credit loss. The Company does not expect that the adoption of the standard to have an impact on the Company’s financial statements. Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows. | 1. 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 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, niche companies with high growth potential. 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. Description of Business 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; Red Rock Travel Group, was acquired July31, 2018 Platinum Tax Defenders, LLC was acquired July 31, 2018 Principles of Consolidation The consolidated financial statements include the accounts of Cardiff, and its wholly-owned subsidiaries: We Three, LLC; Romeo’s NY Pizza; Edge View Properties, Inc.; FDR Enterprises, Inc.; Refreshment Concepts, LLC, Repicci’s Franchise Group, LLC, Red Rock Travel Group, and Platinum Tax Defenders LLC. 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. In June 2019, the Company closed Red Rock Travel Group due to continuing losses in operations. The net assets and operations of Red Rock Travel Group have been retrospectively reclassified and reflected as discontinued operations. 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. Change in Capital Structure Om March 25, 2019 the Company announced a 1:1500 reverse split of its Common stock, which has been given retrospective treatment in the consolidated financial statements. Revenue Recognition For the year-ended December 31, 2017, in general, the Company recognized 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 Company’s 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 consolidated balance sheets as of December 31, 2017 and 2016. There are no contingent rentals included in income in the accompanying statements of operations. With the exception of the month-to-month leases, revenue was recognized on a straight-line basis and amortized into income on a monthly basis, over the lease term. Restaurant Sales Revenue from restaurant sales were 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. On January 1, 2018, we adopted Topic 606 using the modified retrospective method which did not have a material impact to the opening balance of accumulated deficit. Results for reporting periods beginning after January 1, 2018 are presented under 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 subsidiary Repicci, generates revenues through franchise fees. Revenues from franchise fees are recognized in accordance with guidance Topic 606, as the reference objections are satisfied. The perinate franchise fees associated with the right to intellectual property is earned over the life of the franchise agreement, which can be up to 15 years. Our segmented revenue is disclosed more fully in our financial statements, see footnote 10 Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents. Accounts Receivable Accounts receivable is reported on the balance sheet at gross amounts due to the Company. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible. As of December 31, 2018 and 2017, the Company had accounts receivable of $64,345 and $63,061, respectively. Accounts receivables are primarily generated from our subsidiaries in their normal course of business. Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out (FIFO) method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. 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 years ended December 31, 2018 and 2017, depreciation and amortization expense was $80,165 and $227,959 ($108,039 is included in Cost of Goods Sold), respectively. 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 years-ended December 31, 2018 and 2017, the company had Goodwill impairment of $1,459,725 and $932,529, respectively, related to its acquisitions of FDR Enterprises, Inc.; Refreshment Concepts, LLC; and Repicci’s Franchise Group, LLC. (collectively referred to as “Repicci’s Group”) and Red Rock Travel Group. The Company based this decision on impairment testing off the underlying assets, expected cash flows, decreased asset value and other factors. 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”) For option based simple derivative financial instruments, the Company uses the Lattice Binomial option pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a derivative liability with an offset against the face amount of the respective debt instrument which is and amortized to interest expense over the life of the debt. 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 entity’s 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 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 Company’s financial assets measured and recorded at fair value on the Company’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2018 and 2017. Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2018 $ – $ – $ 1,870,625 $ 1,870,625 Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2017 $ – $ – $ 2,236,656 $ 2,236,656 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. 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 consolidated statements of operations. Stock-Based Compensation – Non Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company early adopted ASU No 2018-07 for equity instruments issued to parties other than employees. 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, 2018 and 2017 the Company did not have any interest and penalties associated with tax positions. As of December 31, 2018 and 2017, the Company did not have any significant unrecognized uncertain tax positions. 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, 2018 and 2017. During a period of net loss, all potentially dilutive securities are anti-dilutive. Accordingly, for the years ended December 31, 2018 and 2017 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 (weighted average reflected post 1500:1 reverse stock split): For the years ended December 31, 2018 December 31, 2017 Numerator: Net (loss) $ (6,265,251 ) $ (3,651,995 ) Denominator: Weighted-average shares outstanding 602,038 28,937 Basic (loss) per share $ (10.41 ) $ (126.20 ) This does not include the potential dilutive effect if all exercisable warrants were exercised or conversions of convertible notes and convertible preferred stock as described below as of December 31, 2018: 2018 2017 Principal and Interest conversion 3,133,104 41,660 Warrants 5,833 – Preferred Stock conversion 350,167 209,650 Total 3,489,104 250,310 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 December 31, 2018, the Company has sustained recurring loses and accumulated a working capital deficit. 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, 2018 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 fund its cashflow shortfalls and 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 In February 2016, the FASB issued ASU No. 2016-02 ,” Leases” (Topic 842) In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows. |
2. Discontinued Operations (Sep
2. Discontinued Operations (September 2019) | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
DISCONTINUED OPERATIONS | 2. DISCONTINUED OPERATIONS In June 2019, the Company closed Red Rock Travel Group due to continuing losses in operations. Refer to Note 13 for contingency matters related to discontinued operations. |
2. Acquisitions
2. Acquisitions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
ACQUISITIONS | 3. ACQUISITIONS JM Enterprise 1 (dba) Key Tax Group JM Enterprise 1, Inc. (d.b.a. Key Tax Group) The preliminary purchase price allocation of the net assets acquired are as follows: Key Tax Fair Value Cash $ 9,484 Accounts receivable 90,766 Other assets 250,000 Property and equipment 6,044 Goodwill 1,407,915 Liabilities (464,209 ) Total $ 1,300,000 Additionally, Cardiff has allocated a Preferred “G1” Class Series for potential investors – 10,000,000 shares authorized, par value $0.001 per share with the following rights and privileges no - voting rights, converts to common stock at a ratio of 1 share preferred to 1.25 shares common. Series G1 stock cannot be diluted due to actions taken by the Company, BOD and/or its shareholders. | 2. ACQUISITIONS Platinum Tax Defenders On July 31, 2018, the Company completed the acquisition of Platinum Tax Defenders. In connection with the closing of the acquisition, a Preferred “L” Class of stock with a par value of $0.001 was established and issued. The Preferred “L” Class of stock rights and privileges include voting rights, a conversion ratio of 1:1.25 and were distributed at the adjusted rate of $0.013 per share (pre-split) for a total of 98.307,692 representing a value of $1,278,000. These Preferred “L” shares have a lock-up/leak-out limiting the sale of stock for 12 months after which conversions and sales are limited to 20% of their portfolio per year, pursuant to the terms of the Acquisition Agreement. The preliminary purchase allocation of the net assets acquired is as follows: Platinum Fair Value Cash $ 138,906 Accounts receivable 105,669 Other assets 60,041 Property and equipment 6,010 Goodwill 2,092,048 Liabilities (272,674 ) Total $ 2,130,000 Red Rock Travel Group On July 31, 2018, the Company completed the acquisition of Red Rock Travel Group. In connection with the closing of the acquisition, on July 30 th Red Rock Fair Value Cash $22,515 Intangible assets* 300,000 Property and equipment 55,286 Goodwill* 1,459,725 Liabilities (1,662,526) Total $175,000 * Subsequent to the acquisition, the Company determined that the intangible assets and goodwill should be fully impaired and written off. The results of the operations for Platinum and Red Rock have been included in the consolidated financial statements since the date of the acquisitions (July 31, 2018). The following table presents the unaudited pro forma results of continuing operations for the years ended December 31, 2018 and 2017, respectively, 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 period presented or the results which may occur in the future. Pro Forma 2018 Pro forma 2017 REVENUE 1,393,687 4,393,687 NET INCOME (LOSS) FOR THE PERIOD $ (7,211,221 ) $ (7,211,221 ) |
3. Accrued Expenses
3. Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | ||
ACCRUED EXPENSES | 4. ACCRUED EXPENSES As of September 30, 2019, and December 31, 2018, the Company had accrued expenses of $1,992,672 and $1,310,074, respectively, consisted of the following: September 30, December 31, 2019 2018 Accrued salaries – related party $ 1,132,909 $ 747,000 Accrued expenses – other 859,763 563,074 Total $ 1,992,672 $ 1,310,074.0 | 3. ACCRUED EXPENSES As of December 31, 2018, and December 31, 2017, the Company had accrued expenses of $1,310,074 and $740,696, respectively, consisted of the following: December 31, 2018 December 31, 2017 Accrued salaries – related party $ 747,000 470,000 Lease payable – related party – 25,250 Accrued expenses – other 563,074 245,446 Total $ 1,310,074 740,696 |
4. Plant and Equipment, Net
4. Plant and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
PLANT AND EQUIPMENT, NET | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net as of September 30, 2019 and December 31, 2018 was $333,356 and $381,301, respectively, consisting of the following: September 30, December 31, 2019 2018 Furniture, fixture and equipment $ 560,380 $ 715,466 Leasehold improvements 136,069 161,166 Total 696,449 876,632 Less: accumulated depreciation (416,595 ) (495,331 ) Plant and equipment, net $ 279,854 $ 381,301 During the nine months ended September 30, 2019 and 2018, depreciation expense was $53,549 and $22,463, respectively. The Company accounts for depreciation as a separate item in the operational expense of $9,373 and $8,335, respectively and included $44,177 and $14,128, respectively in depreciation in cost of goods sold. | 4. PLANT AND EQUIPMENT, NET Plant and equipment, net as of December 31, 2018 and 2017 was $381,301 and $491,474, respectively, consisting of the following: December 31, December 31, 2018 2017 Furniture, fixture and equipment 715,466 904,375 Leasehold improvements 161,166 672,159 Total 876,632 1,576,534 Less: accumulated depreciation (495,331 ) (1,085,060 ) Plant and equipment, net 381,301 491,474 During the years ended December 31, 2018 and 2017, depreciation expense was $80,165 and $227,959, respectively. During the year end December 31, 2018 and 2017, the Company accounts for depreciation as a separate item in the operational expense of $22,697 and $160,171, respectively and included $57,468 and $108,039, respectively in depreciation in cost of goods sold. During the December 31, 2018, the Company disposed fixed assets of $104,886 and related liabilities related to a company-owned franchise, resulting in net cash flow of $91,847 and a gain on sale of $874 from disposal. During the December 31, 2017, the Company disposed fixed assets of $101,434, resulting in accelerated depreciation expense of $101,434 from disposal of fixed assets. |
5. Land
5. Land | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Real Estate [Abstract] | ||
LAND | 6. LAND As of September 30, 2019 and December 31, 2018, 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 depreciation. | 5. LAND As of December 31, 2018 and 2017, 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. The land is currently vacant and is expected to be developed into residential community. |
6. Line of Credit
6. Line of Credit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Notes to Financial Statements | ||
LINE OF CREDIT | 7. LINE OF CREDIT On December 28, 2016, the Company entered into an unsecured Business Line of Credit Agreement with Fundation Group LLC (“Fundation”), pursuant to which the Company was allowed to take a draw from Fundation up to $20,000 from time to time. The Line of Credit bears interest at a rate of 11.49% per annum, subject to increase or decrease with 90 days notice. There was an initial closing fee of $500 and a 2% draw fee on subsequent draws. Monthly principal and interest payments are due and the line is due in full in 18 months from the latest draw. The outstanding principal and interest will be due in payments over 18 months. As of September 30, 2019 and December 31, 2018, The Company had balance of $-0- and $1,999, respectively. During the nine months ended September 30, 2019, total cash advanced amounted to $-0- and cash payment made was $1,999. | 6. LINE OF CREDIT On December 28, 2016, the Company entered into an unsecured Business Line of Credit Agreement with Fundation Group LLC (“Fundation”), pursuant to which the Company was allowed to take a draw from Fundation up to $20,000 from time to time. The Line of Credit bears interest at a rate of 11.49% per annum, subject to increase or decrease with 90 days notice. There was an initial closing fee of $500 and a 2% draw fee on subsequent draws. Monthly principal and interest payments are due and the line is due in full in 18 months from the latest draw. The outstanding principal and interest will be due in payments over 18 months. As of December 31, 2018 and 2017, The Company had balance of $1,999 and $15,498, respectively. During the year ended December 31, 2018, the Company made a cash payment of $13,499. (Included in Note 10) |
7. Related Party Transactions
7. Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 8. 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 unsecured loans are due 24 months from issuance or on demand, at an annual interest rate of six percent. As of September 30, 2019 and December 31, 2018, the Company had $137,816 and $77,640 due (included in due to officers and shareholders on the financial statements) to Daniel Thompson, respectively. The accrued salaries payable to Daniel Thompson was $477,500 and $317,500 as of September 30, 2019 and December 31, 2018, respectively. The Company had an employment agreement with the Chief Operating Officer, Mr. Roberts. The total balance due to Mr. Roberts for accrued salaries at September 30, 2019 and December 31, 2018 were $192,000 and $107,000, respectively. The accrued salaries payable to Daniel Mr. Cunningham the Company’s chief executive officer was $467,500 and $322,500 as of September 30, 2019 and December 31, 2018, respectively. Notes Payable – Related Party The Company has entered into several unsecured loan agreements with related parties (see below; Footnote 9, Notes Payable – Related Party; and Footnote 10 Convertible Notes Payable – Related Party). Preferred Stock During the year ended December 31, 2018, the Company agreed to issue 125,000,000 preferred I shares each to Mr. Thompson and Mr. Cunningham, which were reflected as preferred shares to be issued on the financial statements at a total cost of stock compensation of $200,000. During the nine months ended September 30, 2019, the shares were issued. | 7. RELATED PARTY TRANSACTIONS Due to Officers and Officer Compensation During the year ended December 31, 2018, the Company borrowed $25,000 from a corporate officer, which was repaid. During the year ended December 31, 2017, the Company repaid a total of $91,791 to related parties. Refreshment Concepts, LLC leases its premises from its prior owner under a month-to-month lease at the rate of $1,500 per month. As of December 31, 2018 and December 31, 2017, the Company had lease payable of $-0- and $25,250, respectively to the related party, which is reflected in accrued expenses – related party. On January 24, 2017, the Company issued 2,010,490 (pre-split) shares of Common Stock to settle $482,518 due to the prior owner of Refreshment Concepts LLC, pursuant to the Acquisition Agreement, dated August 10, 2016. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.24 per share (pre-split), resulting in loss from extinguishment of debt in amount of $80,420. On January 24, 2017, the Company issued 173,585 shares of Common Stock to settle $41,660 due to the prior owner of Repicci’s Franchise Group LLC, pursuant to the Acquisition Agreement, dated August 10, 2016. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.24 per share, resulting in loss from extinguishment of debt in amount of $6,943. As of December 31, 2017 and December 31, 2016, the outstanding balance due (included in accrued liabilities to related parties on the financial statements) to the same prior owner was $0 and $40,550, respectively. During the second quarter of 2017, the prior owner of Repicci’s Franchise Group LLC submitted a subscription agreement to the Company regarding the purchase of 90,909 shares of the Company’s Series I Preferred Stock by cash payment of $10,000, which was collected during the second quarter of 2017. The transaction was independently negotiated between the Company and the related party. The proceeds from the subscription agreement mitigated the Company’s cash pressure in short term. The 90,909 shares of Series I Preferred Stock were issued as of December 31, 2017. During the second quarter of 2017, the Company issued 906,907 shares of Common Stock to We three Inc., a related party, for services rendered. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $.0799 per share. Accordingly, the Company recognized stock based compensation of $72,462 to the consolidated statements of operations for December 31, 2017. The Company borrows funds from Daniel Thompson, who is a Shareholder and Officer of the Company. The terms of repayment stipulate the unsecured loans are due 24 months after the launch of the Legacy Tuition Card (or prior to such date) at an annual interest rate of 6 % per year. As of December 31, 2018 and 2017, the Company had $77,640 due (included in due to officers and shareholders on the financial statements) to Daniel Thompson, respectively. In addition, the Board of Directors of the Company approved to increase Daniel Thompson’s compensation to $25,000 per month from $20,000 effective January 1, 2017. Accordingly, a total salary of $300,000 and $300,000 were accrued and reflected as an expense to Daniel Thompson during the year ended December 31, 2018 and 2017, respectively. During the year ended December 31, 2017, the Company issued 10,000,000 (pre-split) shares of Common Stock for forgiveness of $800,000 in accrued salaries. The accrued salaries payable to Daniel Thompson was $317,500 and $117,500 as of December 31, 2018 and 2017, respectively. The Company had an employment agreement with a former Chief Operating Officer, Mr. Levy, whereby the Company provided for compensation of $15,000 per month in 2015 and $10,000 per month in 2016. Mr. Levy resigned on June 7, 2016 at which time $160,000 was owed. During the year ended December 31, 2017, the Company issued 1,000,000 (pre -reverse 1500:1 stock split) shares of Common Stock for forgiveness of $80,000 in accrued salaries. The total balance due to Mr. Levy for accrued salaries at December 31, 2018 was $80,000. The Company had an employment agreement with the Chief Operating Officer, Mr. Roberts, whereby the Company provided for compensation of $10,000 per month effective in June 2016. The total balance due to Mr. Roberts for accrued salaries at December 31, 2018 and 2017 were $107,000 and $70,000, respectively. In addition, the Company agreed to grant Mr. Roberts stock options for a minimum of 300,000 shares of the Company's common stock at an exercise price of 50% of the current last ten (10) day stock average per share, and 600,000 shares of common stock as a key officer employment incentive to be earned and vested on a pro rata basis at 25,000 shares per month for twenty-four (24) months. The fair value of both 300,000 options and 600,000 shares were determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.226 per share. On August 8, 2017, Mr. Roberts accepted the offer from the Company to issue 3,000,000 (pre-split) common shares for forgiveness of all accrued expenses, options, and common stock granted totaling $135,600 through June 2016. Additionally, the Company issued 1,000,000 (pre-split) shares of Common Stock as a bonus to Mr. Roberts for his past service to the Company. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $.07 (pre-split) per share. Accordingly, the Company recognized stock based compensation of $70,000 to the consolidated statements of operations for the year ended December 31, 2017. The Board of Directors of the Company approved to increase Chief Executive Officer, Mr. Cunningham’s compensation to $25,000 per month from $15,000 effective January 1, 2017. A total salary of $300,000 and $300,000 were accrued and reflected as an expense during the year ended December 31, 2018 and 2017, respectively. During the year ended December 31, 2017, the Company issued 5,000,000 (pre -reverse 1500:1 stock split) shares of Common Stock for forgiveness of $400,000 in accrued salaries. The total balance due to Mr. Cunningham for accrued salaries at December 31, 2018 and 2017 were $322,500 and $122,500, respectively. Notes Payable – Related Party The Company has entered into several unsecured loan agreements with related parties (see below; Footnote 11, Notes Payable – Related Party; and Footnote 12 Convertible Notes Payable – Related Party). |
8. Notes and Loans Payable
8. Notes and Loans Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
NOTES AND LOANS PAYABLE | 9. NOTES PAYABLE For the nine months ended September 30, 2019, the Company received $410,000 cash proceeds, from notes payable and repaid $-0- in cash. Notes payable at September 30, 2019 and December 31, 2018 are summarized as follows: September 30, December 31, 2019 2018 Notes Payable – Unrelated Party $ 1,050,777 $ 676,477 Notes Payable – Related Party 296,916 265,242 Total 1,347,693 941,719 Less Discontinued operations Notes Payable – Unrelated Party (453,147 ) – Current portion $ 894,546 $ (941,719 ) Notes Payable 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 September 30, 2019, the Company is in default on this debenture. The principal balance of the note was $10,949 and $10,989 at September 30, 2019 and December 31, 2018, respectively. On September 7, 2011, the Company entered into a Promissory Note agreement (“Note 3”) 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 3, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 3, 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 principal balance of Note 3, net of debt discount, was $50,000 and $50,000 at September 30, 2019 and December 31, 2018, respectively. Note 3 is currently in default. On November 17, 2011, the Company entered into a Promissory Note agreement (“Note 3-1”) 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 3-1, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 3-1, 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 3-1, the Company recorded a $50,000 debt discount during 2011. The principal balance of Note 3-1, net of debt discount, was $50,000 and $50,000 at September 30, 2019 and December 31, 2018, respectively. Note 3-1 is currently in default. As of September 30, 2019, the Company had lease payables of $64,898 in connection with two capital leases on two Mercedes Sprinter Vans for the ice cream section and eight 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 company is in compliance with the lease terms. Loans payable to unrelated party principal of $11,783 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 the Company is in compliance. The balance in notes payable principal to unrelated parties of $453,147, were assumed in connection the acquisition of Red Rock Travel and a new one year notes payable at 10% interest which are included in discontinued operations as of September 30, 2019. The Company borrows funds from Officers of our subsidiaries from time to time. The terms of repayment stipulate the unsecured loans are due demand, at no interest. As of September 30, 2019 and December 31, 2018, the Company had $296,916 and $215,989 due respectively. In September 2019 the Company entered into a promissory note agreement for $410,000 that is due in 12 months at a rate of 10%. The principal balance of the note was $410,000 at September 30, 2019. | 9. NOTES AND LOANS PAYABLE Notes payable at December 31, 2018 and 2017 are summarized as follows: December 31, December 31, 2018 2017 Loans Payable Unrelated Party $ 665,488 $ 215,979 Notes Payable – Unrelated Party 10,989 – Notes Payable – Related Party 265,242 144,189 Total 941,719 360,168 Current portion (941,719 ) (360,168 ) Long-term portion $ – $ – As of December 31, 2018, the Company had lease payable of $40,521 in connection with two capital leases on two Mercedes Sprinter Vans for the ice cream subsidiary and two loans for auto loan for the vehicles used in the Pizza restaurants and Repicci’s Group and for daily operations. 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 balance of $624,967 in notes payable and loans to unrelated party was due primarily by our new subsidiary Red Rock Travel Group, for funds received through various loans. Notes Payable – Unrelated Party During the year end December 31, 2017, the Company received $25,343 from third parties and repaid $68,684 On March 12, 2009, the Company entered into an unsecured preferred debenture agreement (Note 5) 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 (pre-splt) warrants to purchase its Common Stock, exercisable at $0.10 (pre-splt) 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 December 31, 2018, the Company was in default on this debenture. The balance of the note was $10,989 and $10,989 at December 31, 2018 and December 31, 2017, respectively. As of December 31, 2017, the Company had lease payable of $140,317 in connection with 2 capital leases on 2 Mercedes Sprinter Vans for the ice cream section. 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 $64,673 in notes payable to unrelated party was due to the auto loan 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. Notes Payable – Related Party During the year end December 31, 2018, the Company received $174,955 from related parties. During the year end December 31, 2017, the Company received $46,176 from related parties On September 7, 2011, the Company entered into an unsecured Promissory Note agreement (“Note 1”) with a related party for $50,000. Note 1 bears interest at 8% per year and matured on September 7, 2016. Interest is payable annually on the anniversary of Note 1, and the principal and any unpaid interest were due upon maturity. In conjunction with Note 1, the Company issued 2,500,000 shares (pre-split) 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 December 31, 2018 and December 31, 2017 respectively. Note 1 is currently in default. On November 17, 2011, the Company entered into an unsecured Promissory Note agreement (“Note 2”) with a related party for $50,000. Note 2 bears interest at 8% per year and matured on November 17, 2016. Interest is payable annually on the anniversary of Note 2, and the principal and any unpaid interest were due upon maturity. In conjunction with Note 2, the Company issued 2,500,000 shares (pre-split) 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 December 31, 2018 and December 31, 2017 , respectively. Note 2 is currently in default. On August 4, 2015, the Company entered into an unsecured Promissory Note agreement (“Note 4 ”) with a related party for $19,500. Note 3 bears interest at 6% per year and matures on December 31, 2016. Interest is payable annually on the anniversary of Note 4, and the principal and any unpaid interest were due upon maturity. The principal balance of Note 4 $-0- as of December 31, 2017. As of December 31, 2018 the Company also had an unsecured note payable of $50,747 and to the prior owner of Red Rock . The note is due on demand and carries no interest. As of December 31, 201 the Company also had an unsecured note payable of $165,242 and to the prior owner of Platinum Tax Defenders. The note is due on demand and carries no interest. As of December 31, 2017, the Company also had an unsecured note payable of $44,189, to the prior owner of Repicci’s Group. The note is due on demand and carries no interest. |
9. Convertible Notes Payable
9. Convertible Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | 10. CONVERTIBLE NOTES PAYABLE Certain of the Company’s issued Convertible Notes include anti-dilution provisions that allow 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 September 30, 2019, the Company received $400,116 net cash proceeds, from convertible notes. The Company recorded amortization of debt discount of $509,586 and $201,440 related to convertible notes, during the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively. Convertible notes at September 30, 2019 and December 31, 2018 are summarized below: September 30, December 31, Convertible Notes Payable – Unrelated Party $ 1,991,607 $ 2,191,800 Discount on Convertible Notes Payable - Unrelated Party (735,694 ) (201,024 ) Total $ 1,255,913 $ 1,990,775 Current Portion 881,741 950,775 Long-Term Portion $ 374,172 $ 1,040,000 Note # Issuance Maturity Rate Default 12/31/2018 Principal Balance 2019 Add Principal 2019 Principal Conversions 2019 Interest Converted Shares issued upon conversion 2019 2019 Principal Paid with Cash 2019 interest paid in Cash 9/30/19 Principal Balance Total Interest expense for Nine Months Ended 9/30/2019 Accrued Interest as of 9/30/2019 Conversion price 1 8/21/2008 8/21/2009 12% Y 150,000 – – 150,000 13,650 200,258 Short Term 2 3/11/2009 4/29/2014 12% Y 15,000 – – 15,000 1,365 19,030 Short Term 7 2/9/2016 2/9/2017 20% Y 8,485 – – 8,485 1,287 7,069 $.03 per share or 50% of market 7-1 10/28/2016 10/28/2017 20% Y 25,000 – – 25,000 3,792 14,668 $.03 per share or 50% of market 8 3/8/2016 3/8/2017 20% Y 1,500 – – 1,500 227 2,915 $.03 per share or 50% of market 9 9/12/2016 9/12/2017 20% Y 80,000 – – 80,000 12,133 48,955 $.03 per share or 50% of market 10 1/24/2017 1/24/2018 20% Y 55,000 – – 55,000 8,342 29,618 $.25 per share or 50% of market 11 1/27/2017 1/27/2018 20% Y 2,698 1,500 (4,198 ) (9,225 ) 1,250,000 – 135 1,060 $.25 per share or 50% of market 11-1 2/21/2017 2/21/2018 20% Y 25,000 6,856 (31,856 ) (2,504 ) 48,749,769 – 1,641 8,425 $.25 per share or 50% of market 11-2 3/16/2017 3/16/2018 20% Y 40,000 – (7,537 ) 32,463 5,681 20,038 $.25 per share or 50% of market 12 4/6/2017 4/6/2018 20% Y 31,997 – (31,997 ) (2,908 ) 1,695,400 – 1,600 11,805 $.25 per share or 50% of market 13-1 4/21/2017 4/21/2018 18% Y 172,000 (129,371 ) (3,861 ) 3,969,066 42,629 6,833 23,847 $.30 per share or 60% of the lowest trading price for 10 days 16 11/27/2017 11/27/2018 12% Y – (119 ) 26,630 – – – 60% of the lowest trading or bid (whichever is lower) price for 20 days 18 1/19/2018 1/19/2019 24% Y 83,500 (35,428 ) – 358,333 (48,072 ) (13,857 ) – 4,359 0 60% of the lowest trading price for 20 days 20 3/29/2018 3/29/2019 24% Y 25,100 (25,100 ) – 112,844 – – – 60% of the lowest trading price for 15 days 21 4/9/2018 4/9/2019 10% Y 130,206 (2,515 ) – 72,901 (127,691 ) (22,326 ) – 10,939 0 40% discount on the lowest trading price for previous 25 days 22 7/10/2018 1/10/2021 12% N 1,040,000 – – 114,013,576 $ (200,000 ) $ (83,232 ) 800,000 80,633 4,337 $0.04/ share or 40% of the lowest bid price for prior 21 days 22.1 2/21/2019 1/10/2021 12% N – 56,616 – 56,616 5,152 5,152 23 7/19/2018 12/31/2018 8% Y – (1,653 ) – – – 60% of the lowest trading price for 10 days 24 7/19/2018 12/31/2018 8% Y – – – – – 60% of the lowest trading price for 10 days 25 8/13/2018 2/13/2019 12% Y 78,314 (3,367 ) 78,314 9,515 12,218 $0.004/ share or 60% of the lowest trading price for prior 21 days 26 8/10/2017 1/27/2018 15% Y 20,000 – 20,000 2,783 4,871 $.25 per share or 50% of market 27-1-4 12/10/2018 12/10/2019 8% N 108,000 (53,711 ) (3,076 ) 141,439,120 – 4,344 1,517 60% of the lowest trading price for 10 days 28 12/5/2018 12/5/2019 8% N 100,000 (56,900 ) (2,852 ) 125,027,981 – – 43,100 4,544 1,977 55% of the lowest trading price for 15 days 29 5/10/2019 5/10/2020 8% N – 150,000 – – – – – 150,000 6,100 6,100 55% of the lowest trading price for 15 days 30 7/26/2019 7/26/2020 6% N 73,500 – – – – – 73,500 797 797 62% of the lowest trading price for 15 days 31 8/28/2019 8/28/2020 8% N 120,000 120,000 868 868 60% of the lowest trading price for 12 days RR 1 5/22/2018 5/22/2019 20% Y 40,000 40,000 6,067 10,222 75% of the lowest closing ask price for the three prior trading days RR 3.0 and 3.1 8/9/2018 8/9/2019 30% N 100,000 100,000 22,750 34,750 70% of the lowest closing ask price for the three prior trading days RR 4 9/13/2018 9/13/2019 30% N 50,000 50,000 11,375 15,917 70% of the lowest closing ask price for the three prior trading days RR 5 9/13/2018 9/13/2019 30% N 50,000 50,000 11,375 15,917 70% of the lowest closing ask price for the three prior trading days Convertible Notes Payable $ 2,431,800 $ 408,472 $ (378,613 ) $ (29,565 ) $ 436,715,620 $ (375,763 ) $ (119,414 ) $ 1,991,607 $ 238,287 $ 502,331 Summary Convertible Notes Payable - Related Party $ – $ – $ – $ – – $ – $ – $ – $ – $ – Total $ 2,431,800 $ 408,472 $ (378,613 ) $ (29,565 ) 436,715,620 $ (375,763 ) $ (119,414 ) $ 1,991,607 $ 238,287 $ 502,331 | 10. 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,” the result of which indicates that the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that, as the conversion price of the Notes issued in connection therewith could fluctuate based future events, such prices were not fixed amounts. As a result, the Company determined that the conversion features of the Notes issued in connection therewith are not considered indexed to the Company’s stock and characterized the value of the conversion feature of such notes as derivative liabilities upon issuance. During 2018, the company received $1,702,603 cash proceeds, from convertible notes payable and repaid $-0- in cash. The company recorded amortization of debt discount of $950,736 related to convertible notes, during the year end December 31, 2018. During 2017, the company received $687,200 cash proceeds, from convertible notes payable and repaid $10,000 in cash. The company recorded amortization of debt discount of $573,605 related to convertible notes, during the year end December 31, 2017 During the year ended December 31, 2018, the Company received conversion notices for $748,571 of convertible debt and $251,733 in interest, penalties and fees, which were converted into 824,162,204 (pre reverse 1500:1 stock split) shares Convertible notes at December 31, 2018 and December 31, 2017 are summarized as follows: December 31, December 31, Convertible Notes Payable – Unrelated Party $ 2,026,800 $ 861,875 Convertible Notes Payable – Related Party 165,000 165,000 Discount on Convertible Notes Payable - Unrelated Party (201,024 ) (245,494 ) Total $ 1,990,775 $ 781,381 Current Portion 950,775 781,381 Long-Term Portion $ 1,040,000 $ – For the year-ended December 31, 2017: Convertible Notes Payable – Unrelated Party On April 17, 2014, the Company entered into an unsecured Convertible Note (“Note 4”) in the amount of $9,000. Note 4 was convertible into Common Shares of the Company at $0.005 per share at the option of the holder. Note 4 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. During the year end December 31, 2016, the note holder converted $3,715 principal and $1,310 accrued interest payable into 1,005,000 shares of common stock at a conversion price of $0.005 per share. And $3,000 of principal is forgiven by the note holder. In addition, the Company agreed to reimburse the holder’s certificate processing cost by adding $1,000 to the principal for each note conversion pursuant to an addendum, dated February 3, 2016. During the first quarter of 2017, the note holder converted $2,785 principal, $1,000 processing cost reimbursement and $102 accrued interest into 777,400 shares of common stock at a conversion price of $0.005 per share. The balance of Note 4 was $2,785 as of December 31, 2016, which was paid in full as of December 31, 2017. On July 29, 2015, the Company entered into an 8% convertible promissory note (“Note 6”) with an unrelated entity in the amount of $10,000. Note 6 matured on November 26, 2015. The note is convertible into common shares of the Company at the conversion ratio of 50% discount to market or $0.01, if the bid price falls below $0.10. Note 6 and accrued interest totaled $11,666 was paid in full by cash on May 1, 2017. The principal balance on Note 6 at December 31, 2016 and 2017 was $10,000 and zero, respectively. The derivative liabilities was reclassified as additional paid in capital due to the note being paid in cash as of June 30, 2017. On February 9, 2016, the Company entered into a 15% convertible line of credit (“Note 7”) with an unrelated entity in the amount up to $50,000. On February 9, 2016, the Company received $17,500 cash for the line of credit, matured on February 9, 2017, and unsecured. Note 7 is convertible into common shares of the Company at the conversion ratio of $0.03 or 50% discount of the lowest closing price on the primary trading market on which Company's common stock is quoted for the last five trading days prior to the conversion date, whichever is lower. In January 2017, the Company determined that the conversion features contained in Note 7 carrying value represents a freestanding 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 as of January 2017 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 10 for more information on derivative liabilities. Note 7 principal of $6,000 was converted into 200,000 shares of common stock at the end of 2016. During the year ended December 31, 2017, the Company recorded interest expense, late fee of 5% and default interest of 20% related to Note 7 in total amount of $9,258 and amortization of debt discounts in amount of $3,500. The balance of Note 7 was $11,500 with unamortized debt discount of $3,500 as of December 31, 2016, and without unamortized debt discount as of December 31, 2017. Note 7, is currently in default and will incur a late fee of 5% and default interest rate of 20%. On October 28, 2016, the Company received $25,000 cash pursuant to the terms of Note 7, matures on October 28, 2017 (“Note 7-1”). Note 7-1 was entitled to conversion after April 28, 2017 which met the requirements for liability classification under ASC 815. See Footnote 10 for more information on derivative liabilities. During the year ended December 31, 2017, the Company recorded interest expense related to Note 7-1 in amount of $11,454 and amortization of debt discount in amount of $18,333. This resulted in an unamortized debt discount of $-0- as of December 31, 2017. The balance of Note 7-1 was $25,000 as of December 31, 2017 and December 31, 2016, respectively. Note 7-1 is currently in default and will incur a late fee of 5% and default interest rate of 20%. On March 8, 2016, the Company entered into a 15% convertible promissory note in the principal of $50,000 (“Note 8”) with an unrelated entity for services rendered. Note 8 is matured on March 8, 2017, and unsecured. This Note is convertible into common shares of the Company at the conversion ratio of $0.03 or 50% discount of the lowest closing price on the primary trading market on which Company's common stock is quoted for the last five trading days prior to the conversion date, whichever is lower. The Company determined that the conversion features contained in Note 8 carrying value represents a freestanding 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 10 for more information on derivative liabilities. On February 16, 2017, a portion of principal of $6,000 was converted into 200,000 shares of common stock at a conversion price of $0.03 per share. On April 13, 2017, a portion of principal of $12,853, including $1,000 conversion cost reimbursement, plus accrued interest of $12,247 were converted into 836,667 shares of common stock at a conversion price of $0.03 per share. On May 4, 2017, a portion of principal of $6,000, including $2,000 conversion cost reimbursement, plus accrued interest of $70 were converted into 202,333 shares of common stock at a conversion price of $0.03 per share. On July 6, 2017, a portion of principal of $18,147, and $1,000 conversion cost reimbursement, were converted into 704,733 shares of common stock at a conversion price of $0.03 per share. Note 8 was in default with principal balance of $12,294 as of December 31, 2017. During the year ended December 31, 2017, the Company recorded late fee and default interest related to Note 8 in total amount of $8,748 and amortization of debt discounts in amount of $50,000 The balance of Note 8 was $50,000 with unamortized debt discount of $-0- as of December 31, 2016, and without unamortized debt discount as of December 31, 2017. Note 8, is currently in default and will incur a late fee of 5% and default interest rate of 20%. On September 12, 2016, the Company entered into a 10% convertible promissory note in the principal of $80,000 (“Note 9”) with an unrelated entity for services rendered. Note 9 is matured on September 12, 2017, and unsecured. This Note is convertible into common shares of the Company at the conversion ratio of $0.03 or 50% discount of the lowest closing bid price on the primary trading market on which Company's common stock is quoted for the last five trading days prior to the conversion date, whichever is lower. The Company determined that the conversion features contained in Note 9 carrying value represents a freestanding 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 10 for more information on derivative liabilities. Note 9 is currently in default and will incur a late fee of 5% and default interest rate of 20%. As a result, Note 9 was discounted in the amount of $80,000 and amortized over the remaining life of this Note. As of September 12, 2017, the note was in default. During the year ended December 31, 2017, the Company recorded late fee and default interest related to Note 9 in total amount of $15,655 and amortization of debt discounts in amount of $80,000. The balance of Note 9 was $80,000 without unamortized debt discount as of December 31, 2016, and $80,000 with unamortized debt discount of $0 as of December 31, 2017. Note 9 is currently in default and will incur a late fee of 5% and default interest rate of 20%. On January 24, 2017, the Company entered into a 10% convertible promissory note in the principal of $80,000 (“Note 10”) with an unrelated entity for services rendered. Note 10 is matured on January 24, 2018, and unsecured. This Note is convertible into common shares of the Company at the conversion ratio of $0.25 or 50% discount of the lowest closing bid price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever is lower. As of July 24, 2017 this Note is convertible into common shares of the Company as described above. The Company determined that the conversion features contained in Note 10 carrying value represents a freestanding 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 10 for more information on derivative liabilities. On October 25, 2017, a portion of principal of $15,000, plus $1,500 conversion cost reimbursement, were converted into 1,434,782 shares of common stock at a conversion price of $0.0115 per share. On November 6, 2017, a portion of principal of $10,000, plus $1,500 conversion cost reimbursement, were converted into 1,212,121 shares of common stock at a conversion price of $0.0825 per share. As a result, Note 10 was discounted in the amount of $80,000 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company recorded amortization of debt discounts in amount of $35,555.56.. During the year ended December 31, 2017, the Company recorded interest expense related to Note 10 in amount of $5,494. The balance of Note 10 was $55,000 with unamortized debt discount of $19,444 as of December 31, 2017. Note 10 is currently in default and will incur a late fee of 5% and default interest rate of 20%. On January 24, 2017, the Company entered into a 15% convertible line of credit (“Note 11”) with an unrelated entity in the amount up to $250,000. On January 24, 2017, the Company received $50,000 cash for the line of credit, is matured on January 24, 2018, and unsecured. Note 11 is convertible into common shares of the Company at the conversion ratio of $0.25 or 50% discount of the lowest closing price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever is lower. However, Note 11 is convertible after 6 months of the effective date of this Note, which is July 27, 2017. The Company determined that the conversion features contained in Note 10 carrying value represents a freestanding 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 10 for more information on derivative liabilities. As a result, Note 11 was discounted in the amount of $50,000 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company recorded amortization of debt discounts in amount of $43,611. During the year ended December 31, 2017, the Company recorded interest expense related to Note 11 in amount of $7,042. The balance of Note 11 was $50,000 with unamortized debt discount of $6,389 as of December 31, 2017. Note 11 is currently in default and will incur a late fee of 5% and default interest rate of 20%. On February 21, 2017, the Company received $25,000 cash pursuant to the terms of Note 11, is matured on February 21, 2018 (“Note 11-1”). Note 11 is convertible into common shares of the Company at the conversion ratio of $0.25 or 50% discount of the lowest closing price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever is lower. However, Note 11-1 is convertible after 6 months of the effective date of this Note, which is August 21, 2017. The Company determined that the conversion features contained in Note 11-1 carrying value represents a freestanding 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 10 for more information on derivative liabilities. As a result, Note 11-1 was discounted in the amount of $25,000 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company recorded amortization of debt discounts in amount of $18,833. The balance of Note 11-1 was $0 without debt discount as of December 31, 2016. During the year ended December 31, 2017, the Company recorded interest expense related to Note 11 in amount of $3,260. The balance of Note 11-1 was $25,000 with unamortized debt discount of $6,667 as of December 31, 2017. Note 11-1 is currently in default and will incur a late fee of 5% and default interest rate of 20%. On March 16, 2017, the Company received $40,000 cash pursuant to the terms of Note 11, is matured on March 16, 2018 (“Note 11-2”). Note 11-2 is convertible into common shares of the Company at the conversion ratio of $0.25 or 50% discount of the lowest closing price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever is lower. However, Note 11-2 is convertible after 6 months of the effective date of this Note, which is September 16, 2017. The Company determined that the conversion features contained in Note 11-2 carrying value represents a freestanding 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 10 for more information on derivative liabilities. As a result, Note 11-2 was discounted in the amount of $40,000 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company recorded amortization of debt discounts in amount of $23,556. The balance of Note 11-2 was $0 without debt discount as of December 31, 2016. During the year ended December 31, 2017, the Company recorded interest expense related to Note 11-2 in amount of $3,260. The balance of Note 11-2 was $40,000 with unamortized debt discount of $16,444 as of December 31, 2017. Note 11-2 is currently in default and will incur a late fee of 5% and default interest rate of 20%. On April 6, 2017, the Company entered into a 15% convertible promissory note with an unrelated entity in the amount $50,000 (“Note 12”). Note 12 is matured on April 6, 2018, and unsecured. This Note is convertible into common shares of the Company at the conversion ratio of $0.25 or 50% of the lowest trading price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever is lower. However, Note 12 is convertible after 6 months of the effective date of this Note, which is October 6, 2017. The Company determined that the conversion features contained in Note 12 carrying value represents a freestanding 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 10 for more information on derivative liabilities. On November 8, 2017, a portion of principal of $6,503, plus $1,500 conversion cost reimbursement and $1,036 in interest, were converted into 1,095,636 shares of common stock at a conversion price of $0.0825 per share. As a result, Note 12 was discounted in the amount of $50,000 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company recorded amortization of debt discounts in amount of $30,392.. During the year ended December 31, 2017, the Company recorded interest expense related to Note 12 in amount of $5,043. The balance of Note 12 was $43,478 with unamortized debt discount of $19,608 as of December 31, 2017. Note 12 is currently in default and will incur a late fee of 5% and default interest rate of 20%. On April 21, 2017, the Company entered into a Securities Purchase Agreement with an unrelated entity, pursuant to which the purchasers agreed to pay the Company an aggregate of up to $600,000 for an aggregate of up to 660,000 in Principal Amount of Notes. The first tranche of $330,000 was closed simultaneously (“Note 13-1”). The proceeds of $300,000, net of $30,000 Original Issuance Discount, was received by the Company. Note 13-1 is convertible into common shares of the Company at the conversion ratio of 60% of the lowest trading price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date. The Company determined that the conversion features contained in Note 13-1 carrying value represents a freestanding 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 10 for more information on derivative liabilities. On October 23 2017, a portion of principal of $5,000, plus $250 in interest, were converted into 383,772 shares of common stock at a conversion price of $0.013680 per share. On November 14, 2017, a portion of principal of $7,500, plus $375 in interest, were converted into 795,455 shares of common stock at a conversion price of $0.00990 per share. On December 7, 2017, a portion of principal of $10,000, plus $500 in interest, were converted into 714,286 shares of common stock at a conversion price of $0.01470 per share. On December 27, 2017, a portion of principal of $20,000, plus $1,000 in interest, were converted into 1,125,402 shares of common stock at a conversion price of $0.013680 per share. In addition, in connection with this Securities Purchase Agreement, the Company granted purchasers 2,357,143 warrants with exercise price of $0.14 per share (“Warrants A”), 1,885,715 warrants with exercise price of $0.175 per share (“Warrants B”) and 1,571,429 warrants with exercise price of $0.21 per share (“Warrants C”). Warrants A, B and C are exercisable on the grant date and expire in three years, each of which represents 100% of the Principal Amount at the Closing divided by the respective exercise price. The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. Accordingly, the Company recorded warrant expenses at the fair market value of $219,210 during the year ended December 31, 2017. See footnote 13 for more information. As a result, Note 13-1 was discounted in the amount of $330,000 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company recorded interest expenses related to Note 13-1 in amount of $10,142 and amortization of debt discounts in amount of $293,375. The balance of Note 13-1 was $287,500 with unamortized debt discount of $36,625 as of December 31, 2017. Note 13-1 is currently in default. On October 6, 2017, the Company entered into a 12% convertible promissory note with an unrelated entity in the amount $82,500, which included an original issue discount of $6,600, for net cash to the company of $75,900 (“Note 14”). Note 14 is matured on July 6, 2018, and unsecured. This Note is convertible into common shares of the Company at the conversion ratio of 40% of the lowest trading price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date. Note 12 is convertible after 9 months of the effective date of this Note, which is October 6, 2018. Neither derivative liability accounting nor beneficial conversion feature will be considered before Note 14 is entitled for conversion. During the year ended December 31, 2017, the Company recorded interest expense related to Note 14 in amount of $2,365 and amortization of debt discounts in amount of $2,079 for the original issue discount of $6,600. The balance of Note 14 was $82,500 unamortized debt discount of $4,521 on the original issue discount as of December 31, 2017. On November 2, 2017, the Company entered into a 8% convertible promissory note with an unrelated entity in the amount $54,600, with original issue discount of $2,100 for net cash to the company of $52,500 (“Note 15”). Note 15 is matured on November 2, 2018, and unsecured. This Note is convertible into common shares of the Company at the conversion rate of 60% of the lowest trading price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever is lower. The Company determined that the conversion features contained in Note 15 carrying value represents a freestanding 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 10 for more information on derivative liabilities. As a result, Note 15 was discounted in the amount of $54,600 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company recorded amortization of debt discounts in amount of $8,948. The balance of Note 15 was $0 without debt discount as of December 31, 2016. During the year ended December 31, 2017, the Company recorded interest expense related to Note 15 in amount of $716. The balance of Note 15 was $54,600 with unamortized debt discount of $45,652 as of December 31, 2017. On November 27, 2017, the Company entered into a 12% convertible promissory note with an unrelated entity in the amount $53,800 (“Note 16”). Note 16 is matured on November 27, 2018, and unsecured. This Note is convertible into common shares of the Company at the conversion ratio of 60% of the lowest trading price on the primary trading market on which Company's common stock is quoted for the last 20 trading days prior to the conversion date. Note 14 is convertible immediately. The Company determined that the conversion features contained in Note 16 carrying value represents a freestanding 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 10 for more information on derivative liabilities. As a result, Note 16 was discounted in the amount of $53,800 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company recorded amortization of debt discounts in amount of $5,081. The balance of Note 16 was $0 without debt discount as of December 31, 2016. During the year ended December 31, 2017, the Company recorded interest expense related to Note 16 in amount of $610. The balance of Note 16 was $53,800 with unamortized debt discount of $48,719 as of December 31, 2017. On December 14, 2017, the Company entered into a 8% convertible promissory note with an unrelated entity in the amount $43,478, with original issue discount of $4,378 for net cash to the company of $40,000 (“Note 17”). Note 17 is matured on December 14, 2018, and unsecured. This Note is convertible into common shares of the Company at the conversion rate of 60% of the lowest trading price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever is lower. The Company determined that the conversion features contained in Note 17 carrying value represents a freestanding 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 10 for more information on derivative liabilities. As a result, Note 17 was discounted in the amount of $43,478 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company recorded amortization of debt discounts in amount of $2,053. The balance of Note 17 was $0 without debt discount as of December 31, 2016. During the year ended December 31, 2017, the Company recorded interest expense related to Note 17 in amount of $164. The balance of Note 15 was $43,378 |
10. Fair Value Measurement
10. Fair Value Measurement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENT | 11. 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 September 30, 2019 and December 31, 2018, 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 September 30, 2019 and December 31, 2018, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of September 30, 2019, in the amount of $7,351,185 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 nine months ended September 31, 2019: Derivative Liability, December 31,2018 $ 1,870,625 Day 1 Loss 25,245,171 Derivatives Issued 1,566,616 Derivatives Settled (2,721,605 ) Mark to market adjustments (18,609,622 ) Derivative Liability, September 30, 2019 $ 7,351,185 Net loss for the period included mark-to-market adjustments relating to the liabilities held during the nine-month periods ended September 30, 2019 and 2018 in the amounts of $(6,635,549) and a gain of $(1,317,018), respectively. Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the nine months ended September 30, 2019, 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 September 30, 2019 December 31, 2018 Volatility 441.14%-884.42% 182.91%-636.13% Risk-free interest rate 1.73%-2.14% 2.13% -2.72% Expected term .18 – 1.67 .04 - 5.14 | 10. FAIR VALUE MEASUREMENT The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. 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: The following are the hierarchical levels of inputs to measure fair value: • Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. • Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in note 12. 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 terms in the notes that are subject to volatility and market price of the underlying common stock of the Company. As of December 31, 2018 and December 31, 2017, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of December 31, 2017, in the amount of $2, 236,656 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 year ended December 31, 2017: Derivative Liability, December 31, 2016 – Day 1 Loss 1,287,744 Discount from derivatives 535,878 Warrants reclassified to derivative liabilities 96,753 Tainting of Convertible notes 1,972,999 Resolution of derivative liability upon conversion (405,443 ) (Gain) on Change in Fair Value (1,251,275 ) Derivative Liability, December 31, 2017 2,236,656 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the year ended December 31, 2017, the Company’s stock price decreased from initial valuation and thus, the derivative liability also decreased. Generally, as the stock price decreases for each of the related convertible notes that have an embedded derivative liability, the value of the derivative liability decreases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s convertible notes with an embedded derivative liability. The Company used the Binomial-Lattice valuation model to measure the fair value of the derivative liabilities as $2,236,656 on December 31, 2017, and will subsequently remeasure the fair value at the end of each period, and record the change of fair value in the consolidated statement of operation during the corresponding period. The Company recorded a net change of derivative liability of $36,469 for the year ended December 31, 2017. The derivative liability as of December 31, 2018, in the amount of $1,870,625 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 year ended December 31, 2018: Derivative Liability, December 31,2017 2,236,656 Day 1 Loss 987,021 Discount from derivatives 775,790 Resolution of derivative liability upon conversion (1,770,997 ) Mark to market adjustment (357,845 ) Derivative Liability, December 31, 2018 1,870,625 The above tables also include derivative liabilities related to warrants to purchase common stock of $3,795 at December 31, 2018. Net loss for the period included mark-to-market adjustments relating to the liabilities held during the year ended December 31, 2018 in the amounts of $629,176. Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the year ended December 31, 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 December 31, 2018 December 31, 2017 Volatility 182.91%-636.13% 111.09% - 220.65% Risk-free interest rate 2.13% -2.72% 0.51% - 1.76 % Expected term .04 - 5.14 .02-1.00 |
11. Payroll Taxes
11. Payroll Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Compensation Related Costs [Abstract] | |
PAYROLL TAXES | 11. 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 2018 and 2017. As of December 31, 2018 and December 31, 2017, 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 $9,865 and $2,047, respectively. |
12. Capital Stock
12. Capital Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
CAPITAL STOCK | 12. CAPITAL STOCK Series I Preferred Stock During the three months ended September 30, 2019, the Company issued 250,000,000 shares of Series I Preferred Stock to officers of the Company, which were granted during year ended December 31, 2018. See Note 8, for more details. Common Stock During the three months ended September 30, 2019, the Company issued 424,005,644 shares for conversion of convertible notes payable (see Footnote 10). | 12. CAPITAL STOCK 2017 During the first quarter of 2017, the Company filed Amended Articles of Incorporation with the Secretary of State of Florida to amend the rights and privileges for series of Preferred Stock, and to authorize the issuance of Series I, F1, G1, H1, J1 and K1 Preferred Stock, which was effective on April 26, 2017. Series A Preferred Stock 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 was issued and outstanding as of December 31, 2017 and December 31, 2016. 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 The Company has designated 3,000,000 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 2,798,205 shares of Series B preferred stock were issued and outstanding as of December 31, 2017. 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. Series B is awarded “Voting Right” at the ratio of 1 vote per share owned. Each one share of Series B converts to 5 shares of Common Stock. 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, 2016, 591,997 shares of Series B Preferred Stock were converted into 2,959,985 shares of Common Stock of the Company per the preferred shareholder’s instruction. During the first quarter of 2017, 1,406,829 shares of Series B Preferred Stock were converted into 7,034,145 shares of Common Stock of the Company per the preferred shareholder’s instruction. On March 30, 2017, the Company issued 24,000 shares of Series B Preferred Stock to settle legal expenses of $60,000. Based on the price of $.9075 per share for the Series B Preferred Stock, which was determined by the market price of common stock at $.1815 per share on the issuance date multiplied by the conversion ratio of 1:5, the fair value of the stock issuance of Series B Preferred Stock was $21,780, resulting in gain from extinguishment of debt in amount of $38,220. During the second quarter of 2017, 193,904 shares of Series B Preferred Stock were converted into 969,520 shares of Common Stock of the Company per the preferred shareholder’s instruction. On June 27, 2017, the Company issued 15,906 shares of Series B Preferred Stock to 2 different consultants for services rendered. Based on the price of $.3995 per share for the Series B Preferred Stock, which was determined by the market price of common stock at $.0799 per share on the issuance date multiplied by the conversion ratio of 1:5, the fair value of the stock issuance of Series B Preferred Stock was $6,354, which was recorded as stock based compensation during the six months ended June 30, 2017. During the third quarter of 2017, 20,999 shares of Series B Preferred Stock were converted into 104,995 shares of Common Stock of the Company per the preferred shareholder’s instruction. During the fourth quarter of 2017, 6,000 shares of Series B Preferred Stock were converted into 30,000 shares of Common Stock of the Company per the preferred shareholder’s instruction. Series C Preferred Stock The Company has designated 500 shares of preferred stock as Series C Preferred Stock (“Series C”), with a par value of $.001 per share, of which 117 shares were issued and outstanding as of December 31, 2017. 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 first quarter of 2017, 1 share of Series C Preferred Stock were converted into 100,000 shares of Common Stock of the Company per the preferred shareholder’s instruction. Blank Check Preferred Stock As of December 31, 2017, the Company has designated 100,000,000 shares of Blank Check Preferred Stock, of which 46,132,277 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 undesignated Blank Check Preferred Stock is 91,160,181 as of December 31, 2017. Series D Preferred Stock The Company has designated 800,000 shares of preferred stock as Series D Preferred Stock (“Series D”), with a par value of $.001 per share, of which 400,000 shares were issued and outstanding as of December 31, 2017. Series D is awarded “Voting Right” at the ratio of 1 vote per share owned. Each one share of Series D converts to 5 shares of Common Stock. On June 30, 2014, the Company completed the acquisition of Romeo’s 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 Corporation’s Certificate of Incorporation or Bylaws. The initial price of each share of Series D shall be $2.50. There was no change in Series D Preferred Stock during the year ended December 31, 2017 and 2016. Series E Preferred Stock The Company has designated 1,000,000 shares of preferred stock as Series E Preferred Stock (“Series E”), with a par value of $.001 per share, of which 241,199 shares were issued and outstanding as of December 31, 2017. Series E is awarded “Voting Right” at the ratio of 1 vote per share owned. Each one share of Series E converts to 5 shares of Common 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 Corporation’s Certificate of Incorporation or Bylaws. The initial price of each share of Series E shall be $2.50. There was no change in Series E Preferred Stock during the year ended December 31, 2017 and 2016. Series F Preferred Stock The Company has designated 800,000 shares of preferred stock as Series F Preferred Stock (“Series F”), with a par value of $.001 per share, of which 280,069 shares were issued and outstanding as of December 31, 2017. Series F is awarded “Voting Right” at the ratio of 1 vote per share owned. Each one share of Series F converts to 5 shares of Common Stock. There was no change in Series F Preferred Stock during the year ended December 31, 2017 and 2016. The Company has designated 800,000 shares of preferred stock as Series F1 Preferred Stock (“Series F1”), with a par value of $.001 per share, of which 57,193 shares were issued and outstanding as of December 31, 2017. Series F1 is “non-Voting stock”. Each one share of Series F1 converts to 5 shares of Common 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. 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 F-1 Preferred Stock (Series F-1”), 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 Corporation’s Certificate of Incorporation or Bylaws. The initial price of each share of Series F shall be $2.50. During the first quarter of 2017, 31,997 shares of Series F1 Preferred Stock were converted into 159,985 shares of Common Stock of the Company per the preferred shareholder’s instruction. During the second quarter of 2017, 42,640 shares of Series F1 Preferred Stock were converted into 213,200 shares of Common Stock of the Company per the preferred shareholder’s instruction. During the third quarter of 2017, 41,318 shares of Series F1 Preferred Stock were converted into 206,600 shares of Common Stock of the Company per the preferred shareholder’s instruction. Series G Preferred Stock The Company has designated 20,000,000 shares of preferred stock as Series G Preferred Stock (“Series G”), with a par value of $.001 per share, of which 0 share was issued and outstanding as of December 31, 2017. Series G is awarded “Voting Right” at the ratio of 1 vote per share owned. Each one share of Series G converts to 1.25 shares of Common Stock. The Company has designated 10,000,000 shares of preferred stock as Series G1 Preferred Stock (“Series G1”), with a par value of $.001 per share, of which 0 share was issued and outstanding as of December 31, 2017. Series G1 is “non-Voting stock”. Each one share of Series G1 converts to 1.25 shares of Common Stock. There was no change in Series G and G1 Preferred Stock during the year ended December 31, 2017 and 2016. Series H Preferred Stock The Company has designated 4,859,379 shares of preferred stock as Series H Preferred Stock (“Series H”), with a par value of $.001 per share, of which 4,859,379 shares were issued and outstanding as of December 31, 2017. Series H is awarded “Voting Right” at the ratio of 1 vote per share owned. Each one share of Series H converts to 1.25 shares of Common Stock. The Company has designated 3,000,000 shares of preferred stock as Series H1 Preferred Stock (“Series H1”), with a par value of $.001 per share, of which 0 share was issued and outstanding as of December 31, 2017. Series H1 is “non-Voting stock”. Each one share of Series H1 converts to 1.25 shares of Common Stock. On August 10, 2016, the Company completed the acquisitions of FDR Enterprises, Inc.; Refreshment Concepts, LLC; and Repicci’s Franchise Group, LLC. (collectively referred to as “Repicci’s Group”). Pursuant to the acquisition agreement, the Company agreed to issue 4,859,379 shares of Series H Preferred Stock as consideration for the acquisition of Repicci’s Group. The combined book value of Repicci’s Group was $(203,622). Based on the price of $.15 per share for the Series H Preferred Stock, which was determined by the market price of common stock at $.12 per share on the acquisition date multiplied by the conversion ratio of 1:1.25, the fair value of the stock issuance of Series H Preferred Stock was $728,907, resulting in the goodwill of $932,529 which was offset with loss on goodwill impairment during the quarter ended December 31, 2017. The 4,859,379 shares of Series H Preferred Stock were issued during the first quarter of 2017. There was no change in Series H and H1 Preferred Stock during the year ended December 31, 2016. Series I Preferred Stock The Company has designated 20,000,000 shares of preferred stock as Series I Preferred Stock (“Series I”), with a par value of $.001 per share, of which 203,655 shares was issued and outstanding as of December 31, 2017. Series I is awarded “Voting Right” at the ratio of 1 vote per share owned. Each one share of Series I converts to 1.50 shares of Common Stock. During the first quarter of 2017, one investor submitted a subscription agreement to the Company regarding the purchase of 29,412 shares of the Company’s Series I Preferred Stock by cash payment of $10,000, which was collected during the first quarter of 2017. During the second quarter of 2017, the same investor submitted a subscription agreement to the Company regarding the purchase of 83,334 shares of the Company’s Series I Preferred Stock by cash payment of $10,000. The transactions were independently negotiated between the Company and the investor. The proceeds from the subscription agreement mitigated the Company’s cash pressure in short term. The total 112,746 shares of Series I Preferred Stock were issued during the second quarter of 2017. During the second quarter of 2017, a related party submitted a subscription agreement to the Company regarding the purchase of 90,909 shares of the Company’s Series I Preferred Stock by cash payment of $10,000, which was collected during the second quarter of 2017. The transaction was independently negotiated between the Company and the related party. The proceeds from the subscription agreement mitigated the Company’s cash pressure in short term. During the year ended December 31, 2017, 564,538 shares of Series I Preferred Stock were converted into 626,220 shares of Common Stock of the Company per the preferred shareholder’s instruction. Series J Preferred Stock The Company has designated 10,000,000 shares of preferred stock as Series J Preferred Stock (“Series J”), with a par value of $.001 per share, of which 0 share was issued and outstanding as of December 31, 2017. Series J is awarded “Voting Right” at the ratio of 1 vote per share owned. Each one share of Series J converts to 1.25 shares of Common Stock. The Company has designated 7,500,000 shares of preferred stock as Series J1 Preferred Stock (“Series J1”), with a par value of $.001 per share, of which 0 share was issued and outstanding as of June 30, 2017. Series J1 is “non-Voting stock”. Each one share of Series J1 converts to 1.25 shares of Common Stock. There was no change in Series J and J1 Preferred Stock during the year ended December 31, 2017 and 2016. Series K Preferred Stock The Company has designated 9,607,840 shares of preferred stock as Series K Preferred Stock (“Series K”), with a par value of $.001 per share, of which 0 share was issued and outstanding as of December 31, 2017. Series K is awarded “Voting Right” at the ratio of 1 vote per share owned. Each one share of Series K converts to 1.25 shares of Common Stock. The Company has designated 35,000,000 shares of preferred stock as Series K1 Preferred Stock (“Series K1”), with a par value of $.001 per share, of which 0 share was issued and outstanding as of December 31, 2017. Series K1 is “non-Voting stock”. Each one share of Series K1 converts to 1.25 shares of Common Stock. There was no change in Series K and K1 Preferred Stock during the year ended December 31, 2017 2018 Series B Preferred Stock During the year ended December 31, 2018, the holder of 33,999 shares of Series B Preferred Stock exercised the option to convert into 169,995 shares of Common Stock of the Company. Pre-reverse. Series C Preferred Stock During the year ended December 31, 2018, the Company issued 2 shares of Series C Preferred stock to the prior owners of Edgeview Properties for services provided to the Company. Series H Preferred Stock During the year ended December 31, 2018, the holder of 4,859,469 shares of Series H Preferred Stock exercised the option to convert into 6,074,223 shares of Common Stock of the Company. Pre-reverse. Series I Preferred Stock During the year ended December 31, 2018, the holder of 203,655 shares of Series I Preferred Stock exercised the option to convert into 305,483 shares of Common Stock of the Company. Pre-reverse. During the year ended December 31, 2018, the Company agreed to issued 125,000,000 shares each as a bonus to Daniel Thompson and Alex Cunningham, for their efforts related to the significant acquisitions that occurred during the year. These shares have not been issued, but are deemed effective on the grant date of November 27, 2018 and an accrual for stock based compensation of 100,000 Series K Preferred Stock During the year ended December 31, 2018, the Company issued 8,200,562 shares of series K Preferred Stock to the prior owners of Red Rock Travel Group. The fair market value of the shares on the date of issuances was $0.0201 per share, at a total cost of $175,000. Series K-1 Preferred Stock During the year ended December 31, 2018, the Company issued 1,447,457 shares of Series K-1 Preferred Stock in settlement of a note payable. The fair market value of the shares were valued at the face amount of the note of $100,000. Series L Preferred Stock During the year ended December 31, 2018, the Company issued 98,307,692 shares of Series L Preferred Stock to the prior owner of Platinum Tax Defenders. The fair market value of the shares on the date of issuances was $0.013 per share, at a total cost of $1,278,000. Common Stock 2017 On February 10, 2017, the Company entered into a consulting agreement with an unrelated party, pursuant to which the Company agreed to issue total 800,000 shares to the consultant in four allotments, or 200,000 shares each, for consulting services related to marketing and business development. During the first quarter of 2017, 250,000 shares were issued. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $.235 per share. During the second quarter of 2017, the difference of 150,000 shares were not issued as of the date of the Report. The fair value of the 150,000 shares was $15,600, or approximately $.104 per share. During the third quarter of 2017, the third installment of 200,000 shares were not issued as of the date of the Report. The fair value of the 200,000 shares was $27,475, or approximately $.1099 per share. Accordingly, the Company recognized stock based compensation of $101,825 to the consolidated statements of operations for the year ended December 31, 2017 and recorded $43,075 as accrued expenses in the consolidated balance sheet as of December 31, 2017. During the first quarter of 2017, the note holder converted $1,785 principal, $2,102 processing cost reimbursement and accrued interest into 777,400 shares of common stock at a conversion price of $0.005 per share. During the first quarter of 2017, the note holder converted $6,000 principal into 200,000 shares of common stock at a conversion price of $0.03 per share. On January 24, 2017, the Company issued 173,585 shares of Common Stock to settle $34,717 due to the prior owner of Repicci’s Franchise Group LLC, pursuant to the Acquisition Agreement, dated August 10, 2016. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.24 per share, resulting in loss from extinguishment of debt in amount of $6,943. On January 24, 2017, the Company issued 2,010,490 shares of Common Stock to settle $402,098 due to the prior owner of Refreshment Concepts LLC, pursuant to the Acquisition Agreement, dated August 10, 2016. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.24 per share, resulting in loss from extinguishment of debt in amount of $80,420. On March 20, 2017, the Company issued 60,000 shares of Common Stock to settle consulting fees of $15,000. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.1965 per share, resulting in gain from extinguishment of debt in amount of $3,210. During the three months ended March 31, 2017, one investor submitted a subscription agreement to the Company regarding the purchase of 100,000 shares of Common Stock by cash payment of $10,000. The transaction was independently negotiated between the Company and the investor. The proceeds from the subscription agreement mitigated the Company’s cash pressure in short term. On July 11, 2017 the Company’s Board of Directors approved a resolution to increase the authorized common shares to 500,000,000 at par value $0.001. During the second quarter of 2017, the Company issued 100,000 shares of Common Stock to an attorney for legal services. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $.1145 per share. Accordingly, the Company recognized stock based compensation of $11,450 to the consolidated statements of operations for the year ended December 31, 2017. During the second quarter of 2017, the Company issued 906,907 shares of Common Stock to We Three, a related party, for services rendered. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $.0799 per share. Accordingly, the Company recognized stock based compensation of $90,691 to the consolidated statements of operations for the year ended December, 2017. During the second quarter of 2017, the Company redeemed 500,000 shares from a shareholder for a cash payment of $2,500. The 500,000 shares were returned to the treasury for cancellation and the $2,500 was recorded as accrued liabilities in the consolidated balance sheet as of December 31, 2017. During the second quarter of 2017, the note holders converted $18,853 principal, including $3,000 processing cost reimbursement, and $12,317 accrued interest into 1,039,000 shares of common stock at a conversion price of $0.03 per share. During the second quarter of 2017, the note holders converted $18,147 principal, including $2,995 in fees and accrued interest into 704,733 shares of common stock at a conversion price of $0.03 per share. On September 15, 2017, the Company issued 19,000,000 shares of Common Stock to settle $1,415,600 in accrued salaries to current and former officers of the Company. Additionally, the Company issued 1,000,000 shares to a former employee as a one time bonus, valued at $70,000. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.07 per share. Accordingly, the Company reduced its accrued expenses by $1,415,600 and stock based compensation by $70,000. The difference in the fair market value of the shares and the related expenses was recorded to additional paid in capital. During the quarter ended December 31, 2017, the Company issued 6,761,454 shares of common stock for the conversion of unpaid convertible notes principal and processing cost reimbursement and interest in the amount of $81,664 at a prices ranging from $0.00825 to $0.01470 per share. During the fourth quarter of 2017, 6,000 shares of Series B Preferred Stock were converted into 30,000 shares of Common Stock of the Company per the preferred shareholder’s instruction. During the fourth quarter of 2017, the company issued 1,508 shares of Common Stock for a correction of a prior period conversion of Series B Preferred Stock. During the quarter ended September 30, 2017, the Company negotiated an agreement to cancel 500,000 shares previously issued to a third party consultant for services and to issue 25,000 shares of common stock for services rendered. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.0699 per share. Accordingly, the Company calculated the stock based compensation of $1,748 at its fair value and included it in the consolidated statements of operations for the year ended December 31, 2017 and reduced selling general and administrative expenses by $500. During the quarter ended December 31, 2017, the Company negotiated an agreement to cancel 500,000 shares previously issued to a third party consultant for services and to issue 25,000 shares of common stock for services rendered. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.050 per share. Accordingly, the Company calculated the stock based compensation of $1,250 at its fair value and included it in the consolidated statements of operations for the year ended December 31, 2017 and reduced selling general and administrative expenses by $500. 2018 See Note 11 for further issuance information related to conversion of indebtedness to common stock. During the year ended December 31, 2018, the Company canceled 1,000,000 shares previously issued and 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. The Company also issued 3,428,571 shares in settlement of $240,000 in liabilities owed to a former officer of the Company. |
13. Warrants
13. Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Notes to Financial Statements | ||
WARRANTS | 14. WARRANTS Pursuant to the same consulting agreement, dated February 10, 2017, in addition to the 800,000 shares of common stock, the Company agreed to grant total 800,000 warrants to the consultant for consulting services related to marketing and business development and are exercisable on the grant date and expire in three years. The initial allotment of 200,000 warrants were granted during the first quarter of 2017. The second allotment of 200,000 warrants were granted during the second quarter of 2017. The third allotment of 200,000 warrants were granted during the third quarter of 2017. The fourth allotment of 200,000 warrants were granted during the fourth quarter of 2017. The Company determined that the warrants were tainted due to the variability of exercise price and therefore the 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 warrants were measured using the Black-Scholes valuation model at the grant dates of the agreement (February 10, 2017, May 10, 2017, August 10, 2017 and December 10, 2017.) 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. On April 21, 2017, the Company entered into a Securities Purchase Agreement with an unrelated entity, pursuant to which the purchasers agreed to pay the Company an aggregate of up to $600,000 for an aggregate of up to 660,000 in Principal Amount of Notes. The first tranche of $330,000 was closed simultaneously (“Note 13-1”). The proceeds of $300,000, net of $30,000 Original Issuance Discount, was received by the Company. In addition, in connection with this Securities Purchase Agreement, the Company granted purchasers 2,357,143 warrants with exercise price of $0.14 per share (“Warrants A”), 1,885,715 warrants with exercise price of $0.175 per share (“Warrants B”) and 1,571,429 warrants with exercise price of $0.21 per share (“Warrants C”). Warrants A, B and C are exercisable on the grant date and expire in three years, each of which represents 100% of the Principal Amount at the Closing divided by the respective exercise price. During the year ended December 31, 2018, the Company entered into a note agreement for $1,040,000, as part of the note agreement the Company agreed to issue the noteholder warrants exercisable for 4,000,000 shares of common stock with a term of eight years, at an exercise price of $0.04. The terms also include a full-ratchet anti-dilution protection provision and therefore the Company has deemed them to be a derivative liability. Year Ended Initial Valuation $ 3,795 Ending Value September 30, 2019 $ 15,243 The table below sets forth the assumptions for Black-Scholes valuation model on each initial date and December 31, 2018 Nine Months Ended September 30, 2019 Volatility 213% - 13.26% Risk-free interest rate 0.162 - 0.269 Expected term 0.36-6.78 Accordingly, the Company recorded warrant expenses of $11,447 during the nine months ended September 30, 2019. The following tables summarize all warrant outstanding as of September 30, 2019 and the related changes during this period. The warrants expire three years from grant date, which as of September 30, 2019 is 3.06 years. The intrinsic value of the warrants as of September 30, 2019 was $-0-. Number of Weighted Stock Warrants Balance at January 1, 2019 6,614,287 $ 0.21 Granted – – Exercised – – Expired – – Balance at September 30, 2019 6,614,287 0.21 Warrants Exercisable at September 30, 2019 6,614,287 $ 0.21 | 13. WARRANTS Pursuant to the same consulting agreement, dated February 10, 2017, in addition to the 800,000 shares of common stock, the Company agreed to grant total 800,000 warrants to the consultant for consulting services related to marketing and business development and are exercisable on the grant date and expire in three years. The initial allotment of 200,000 warrants were granted during the first quarter of 2017. The second allotment of 200,000 warrants were granted during the second quarter of 2017. The third allotment of 200,000 warrants were granted during the third quarter of 2017. The fourth allotment of 200,000 warrants were granted during the fourth quarter of 2017. The Company determined that the warrants were tainted and therefore the 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 Black-Scholes valuation model at the grant dates of the agreement(February 10, 2017, May 10, 2017, August 10, 2017 and December 10, 2017.) 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. Year Ended December 31, Initial Valuation 96,753 Ending Value 47,559 The table below sets forth the assumptions for Black-Scholes valuation model on each initial date and December 31, 2017 Year Ended December 31, 2017 Volatility 274% - 314% Risk-free interest rate 0.147 - 0.198 Expected term 2.11 - 3.0 During the year ended December 31, 2018, the Company entered into a note agreement for $1,040,000, as part of the note agreement the Company agreed to issue the noteholder warrants exercisable for 4,000,000 shares of common stock with a term of eight years, at an exercise price of $0.04. The terms also include a full-ratchet anti-dilution protection provision and therefore the Company has deemed them to be a derivative liability. Year Ended December 31, 2018 Initial Valuation 89,359 Ending Value 3,795 The table below sets forth the assumptions for Black-Scholes valuation model on each initial date and December 31, 2018 Year Ended December 31, 2018 Volatility 213% - 494% Risk-free interest rate 0.147 - 0.269 Expected term 2.11 – 2.53 Accordingly, the Company recorded warrant expenses of $133,123 during the year ended December 31, 2018. On April 21, 2017, the Company entered into a Securities Purchase Agreement with an unrelated entity, pursuant to which the purchasers agreed to pay the Company an aggregate of up to $600,000 for an aggregate of up to 660,000 in Principal Amount of Notes. The first tranche of $330,000 was closed simultaneously (“Note 13-1”). The proceeds of $300,000, net of $30,000 Original Issuance Discount, was received by the Company. In addition, in connection with this Securities Purchase Agreement, the Company granted purchasers 2,357,143 warrants with exercise price of $0.14 per share (“Warrants A”), 1,885,715 warrants with exercise price of $0.175 per share (“Warrants B”) and 1,571,429 warrants with exercise price of $0.21 per share (“Warrants C”). Warrants A, B and C are exercisable on the grant date and expire in three years, each of which represents 100% of the Principal Amount at the Closing divided by the respective exercise price. The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on April 21, 2017. Reporting Date Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 4/21/2017 $814,000 3 $0.14 - $0.21 $0.14 676% 0.0177 Accordingly, the Company recorded warrant expenses at the fair market value of $219,210 during the year ended December 31, 2017. The following tables summarize all warrant outstanding as of December 31, 2018, and the related changes during this period. The warrants expire three years from grant date, which as of December 31, 2018 is 3.31 years. The intrinsic value of the warrants as of December 31, 2018 was $-0-. Number of Warrants Weighted Average Exercise Price Stock Warrants Balance at January 1, 2018 6,614,287 $ 0.21 Granted – – Exercised – – Expired – – Balance at December 31, 2018 6,614,287 0.21 Warrants Exercisable at December 31, 2018 6,614,287 $ 0.21 |
14. Stock Options
14. Stock Options | 12 Months Ended |
Dec. 31, 2018 | |
Stock Options | |
STOCK OPTIONS | 14. STOCK OPTIONS The Company agreed to grant Mr. Roberts stock options for a minimum of 300,000 shares of the Company's common stock at an exercise price of 50% of the current last ten (10) day stock average per share, and 600,000 shares of common stock as a key officer employment incentive to be earned and vested on a pro rata basis at 25,000 shares per month for twenty-four (24) months. The fair value of both 300,000 options and 600,000 shares were determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.226 per share. Accordingly, the accrued expense was $135,600 as of December 31, 2017. On August 8, 2017, Mr. Roberts accepted the offer from the Company to issue 3,000,000 common shares to supersede all his options and warrants in the employment agreement. After the cancellation of the above transaction, there were no stock options issued as of December 31, 2017 or as of December 31, 2018. |
15. Commitments and Contingenci
15. Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES The Company has committed to continue negotiations with Acela Biomedical once certain conditions have been met. The Company has an employment agreement, renewed May 15, 2014, with the Chairman, Mr. Thompson amended on January 1, 2017 through December 31, 2021, whereby we provide for compensation of $25,000 per month. The Company has an employment agreement with the Chief Executive Officer, Mr. Cunningham, amended on January 1, 2017 through December 31, 2021, whereby we provide for compensation of $25,000 per month. The Company has an employment agreement with the Chief Operating Officer, Mr. Roberts, effective June 2016 through December 31, 2019, whereby we provide for compensation of $10,000 per month. The Company has employment agreements for Chief Executives of its subsidiaries Key Tax Group, and Platinum Tax Defenders. The agreement for Key Tax Group Management is a combined base salary of $208,000 annually, with additional annual bonuses and stock awards based on performance. Each agreement has a 5 year term. Platinum Tax Defenders Management has a base salary of $20,000 per month, with additional annual bonuses and stock awards based on performance. The agreement has a 5 year term. The Company discontinued its operation of Red Rock Travel Group in June 2019. The Company may be liable for any commitments and contingencies in connection with its operation. There are no other stock option plans, retirement, pension, or profit-sharing plans for the benefit of our sole officers and directors other than as described above. Leases The Company’s subsidiary Key Tax Group has an operating lease for an office leased in Jacksonville Florida on a month to month agreement. Base monthly rent is approximately $1,708 per month plus net operating expenses. A deposit equal to one-month rent was paid and the commencement of the lease. In addition, the Company’s subsidiary Platinum Tax Defenders has an operating lease for an office sub-lease in Simi Valley, California with an initial term of 38 months. Base monthly rent is approximately $4,000 per month plus net operating expenses. A deposit equal to one-month rent was paid and the commencement of the lease. The lease can be extended for a two-year period at same amount of increase in the original lease (3%), at the option of the original lessee. The lease contains variable lease payments for non-rental occupancy expenses. These non-lease components were not included in the determination of the right of use asset and lease liability as part of the transition to ASC 842 due to the practical expedients elected by the Company. Additionally, the Company’s subsidiary Romeo Pizza has an operating lease for its restaurant at Johns Creek, Georgia with an initial term of 65 months and renewed on January 1, 2019 for an additional 120 months. Base monthly rent is approximately $4,629 per month plus net operating expenses. A deposit of $6,000 was paid and the commencement of the lease. The current lease renewal does not currently contain an extension provision. The lease contains variable lease payments for non-rental occupancy expenses. These non-lease components were not included in the determination of the right of use asset and lease liability as part of the transition to ASC 842 due to the practical expedients elected by the Company. The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company used an estimated incremental borrowing rate of 15% to estimate the present value of the right of use liability. The Company has right-of-use assets of $430,640, operating lease liabilities of $430,640 as of September 30, 2019. Operating lease expense for the nine months ended September 30, 2019 was $153,429. The following table provides the maturities of lease liabilities at September 30, 2019: Maturity of Lease Liabilities at September 30, 2019 2019 $ 25,886, 2020 106,096 2021 108,705 2022 67,431 2023 60,124 2024 and thereafter 319,144 Total future undiscounted lease payments 687,386 Less: Interest (287,428 ) Present value of lease liabilities $ 399,957 The Company’s other subsidiaries also maintain short-term lease agreements for office space. Total rent expense for these rentals was $8,224 for the nine months ended September 30, 2019. Total rent expense for the nine months ended September 30, 2018 was $71,274. | 15. COMMITMENTS AND CONTINGENCIES Operating Leases The Company had operating lease expense of $242,567 and $176,062 for the year ended December 31, 2018 and 2017, respectively, consisting of the followings. For the year ended December 31, 2018 December 31, 2017 Restaurants $ 72,121 $ 71,750 Lot 73,782 35,350 Office 96,664 68,962 Equipment Rentals – – Total $ 242,567 $ 176,062 The Company has property leases that are renewable on an annual basis, with no long term property leases. We have an employment agreement, renewed May 15, 2014, with the Chairman, Mr. Thompson amended on July 27, 2017 and effective 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 July 27, 2017 and effective 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. |
16. Income Taxes
16. Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES At December 31, 2018, the Company had federal and state net operating loss carry forwards of approximately $15,071,165 that expire in various years through the year 2038. Due to operating losses, there is no provision for current federal or state income taxes for the years ended December 31, 2018 and 2017. 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 Company’s deferred tax asset at December 31, 2018 and 2017 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $3,815,102 and $3,815,102, respectively, less a valuation allowance in the amount of approximately $3,815,102 and $3,815,102, respectively. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in both 2018 and 2017. The valuation allowance increased by approximately $811,314 for the year ended December 31, 2018. The Company’s total deferred tax asset as of December 31, 2018 and 2017 is as follows: 2018 2017 Deferred tax assets $ 3,815,102 $ 3,815,102 Valuation allowance (3,815,102 ) (3,815,102 ) 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, 2018 and 2017 is as follows: Repicci, one of our operating segments, recorded income tax payable of $9,865 as of December 31, 2018 and $15,865 as of December 31, 2017. On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law by President Trump. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, while also repealing the deduction for domestic production activities, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. The provisional amounts incorporate assumptions made based upon the Company’s current interpretation of the Tax Reform Act and may change as the Company receives additional clarification and implementation guidance. |
17. Segment Reporting
17. Segment Reporting | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | 15. SEGMENT REPORTING The Company has five 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 September 30, 2019 was forty-five (45), seven (7) new state of the art “mobile” units. Platinum Tax Defenders and Key Tax Group provides tax resolution services to individuals and companies that have federal and state tax liabilities. These companies collect fees based on efforts to negotiate and assist in the settlement of outstanding tax debts. Key Tax Group provides tax resolution services to individuals and companies that have federal and state tax liabilities. The Company collects fees based on efforts to negotiate and assist in the settlement of outstanding tax debts. The Company discontinued its operation of Red Rock Travel Group in June 2019. The Company may be liable for any commitments and contingencies in connection with its operation. For the three month period ended September 30, 2019 September 30, 2018 Revenues: Revenues: We Three $ 82,699 We Three $ 44,740 Romeo’s NY Pizza 324,440 Romeo’s NY Pizza 148,540 Repicci's Group 145,335 Repicci's Group 151,904 Platinum Tax 1,599,601 Platinum Tax 229,124 Key Tax 589,816 Key Tax – Other – Other 123,576 Consolidated revenues $ 2,741,891 Consolidated revenues $ 697,884 Cost of Sales: Cost of Sales: We Three $ 86,710 We Three $ 43,305 Romeo’s NY Pizza 238,363 Romeo’s NY Pizza 111,814 Repicci's Group 136,711 Repicci's Group 154,572 Platinum Tax 500,676 Platinum Tax 155,475 Key Tax 254,832 Key Tax – Other – Other 125,900 Consolidated cost of sales $ 1,217,292 Consolidated cost of sales $ 591,066 Income (Loss) before taxes Income (Loss) before taxes We Three $ (5,017 ) We Three $ (23,281 ) Romeo’s NY Pizza 17,929 Romeo’s NY Pizza 3,325 Repicci’s Group (19,253 ) Repicci’s Group (213,683 ) Platinum Tax 107,947 Platinum Tax (249,134 ) Key Tax 290,137 Key Tax – Others (3,382,202 ) Others (4,533,087 ) Consolidated gain/(loss) before taxes $ (2,990,459 ) Consolidated gain/(loss) before taxes $ (5,015,460 ) For the nine month period ended September 30, 2019 September 30, 2018 Revenues: Revenues: We Three $ 135,577 We Three $ 143,403 Romeo’s NY Pizza 472,237 Romeo’s NY Pizza 452,555 Repicci's Group 177,962 Repicci's Group 578,668 Platinum Tax 2,226,828 Platinum Tax 229,124 Key Tax 589,816 Key Tax – Other (0 ) Other 123,576 Consolidated revenues $ 3,602,420 Consolidated revenues $ 1,527,326 Cost of Sales: Cost of Sales: We Three $ 153,873 We Three $ 145,650 Romeo’s NY Pizza 348,386 Romeo’s NY Pizza 324,661 Repicci's Group 176,331 Repicci's Group 435,302 Platinum Tax 703,809 Platinum Tax 155,475 Key Tax 254,832 Key Tax – Other 1 Other 125,900 Consolidated cost of sales $ 1,637,231 Consolidated cost of sales $ 1,186,988 Income (Loss) before taxes Income (Loss) before taxes We Three $ (25,123 ) We Three $ (29,357 ) Romeo’s NY Pizza 22,727 Romeo’s NY Pizza 29,048 Repicci’s Group (35,380 ) Repicci’s Group (83,816 ) Platinum Tax 137,574 Platinum Tax (249,134 ) Key Tax 290,137 Key Tax – Others (9,523,041 ) Others (5,378,790 ) Consolidated gain/(loss) $ (9,133,106 ) Consolidated gain/(loss) before taxes $ (5,712,049 ) As of As of September 30, 2019 December 31, 2018 Assets: Assets: We Three $ 293,162 We Three $ 314,003 Romeo’s NY Pizza 52,590 Romeo’s NY Pizza 121,339 Repicci’s Group 64,256 Repicci’s Group 258,649 Platinum Tax 94,461 Platinum Tax 108,569 Key Tax 167,502 Key Tax – Others 4,789,072 Others 2,676,437 Combined assets $ 5,461,043 Combined assets $ 3,478,997 | 17. SEGMENT REPORTING The Company has six 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 December 31, 2018 was forty-five (45), seven (7) new state of the art “mobile” units. Platinum Tax Defenders provides tax resolution services to individuals and companies that have federal and state tax liabilities. The company collects fees based on efforts to negotiate and assist in the settlement of outstanding tax debts. Red Rock Travel Group is a travel services company that provides discounted travel packages. The packages are marketed in conjunction with interval ownership properties and the company earns fees for scheduling the client visits and commissions on travel packages sold. For the year ended December 31, 2018 December 31, 2017 Revenues: We Three $ 186,096 $ 193,601 Romeo’s NY Pizza 602,866 592,445 Repicci's Group 538,156 835,968 Platinum Tax 899,748 – Other – 3,754 Consolidated revenues $ 2,226,866 $ 1,625,768 Cost of Sales: We Three $ 182,690 $ 155,416 Romeo’s NY Pizza 446,880 429,779 Repicci's Group 503,478 846,714 Platinum Tax 337,986 – Other – – Consolidated cost of sales $ 1,471,034 $ 1,431,909 Income (Loss) before taxes We Three $ (1,468 ) $ (4,494 ) Romeo’s NY Pizza 28,336 (185,299 ) Repicci’s Group (10,395 ) (111,302 ) Platinum Tax (168,851 ) – Others (3,798,514 ) (3,350,900 ) Consolidated gain/(loss) before taxes $ (3,950,892) ) $ (3,651,995 ) As of As of December 31, 2018 December 31, 2017 Assets: We Three $ 318,285 $ 235,532 Romeo’s NY Pizza 108,908 158,551 Repicci’s Group 169,030 293,216 Platinum Tax 60,578 – Others 2,676,140 631,762 Combined assets $ 3,332,941 $ 1,319,061 |
18. Restatement
18. Restatement | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
RESTATEMENT | 18. RESTATEMENT The Company has restated its previously issued Consolidated Statements of Operations for the years ended December 31, 2017 to correct for an error in its presentation previously filed in error by our EDGAR filing agent. Changes to deposits of $10,000 was due to a correction identified. Changes to accounts payable $13,500, accrued expenses $46,380 and accrued expenses – related parties $22,250 were related to reclassifications identified by the Company and an additional expense not previously recorded. Changes to notes payable-related party $24,061, convertible notes payable – net $18,042 and derivative liability $(182,680) were the result of changes the Company identified during the audit. Changes to sales of ice cream $(118,887), cost of sales for ice cream $75,501, depreciation $(86,154) are related to the change in other income $108,234, for a reclass of certain event sales of ice cream and reclass of depreciation expense from operating expense to cost of sales. Loss on disposal of assets $38,584 were related to the closure of the Romeo’s stores, selling, general and administrative $3,495 were related to reclass of certain expenses identified by the Company during our audit. Change in value of derivative liability $1,349,586 and amortization of debt discounts $23,170 were to due revaluations by the Company for certain convertible debts. Changes in loss from extinguishment of $76 and interest expense of $(76) related to reclass of certain expenses identified by the Company during our audit. All changes to cash flow are a result of changes noted above for assets and statements of operations and reclassifications of certain accounts identified by the Company during our audit. December 31, 2017 Adjustment As Restated ASSETS Current assets Cash 68,986 (0 ) 68,986 Accounts receivable-net 63,061 0 63,061 Inventory-net 46,928 – 46,928 Prepaid and other 11,631 (0 ) 11,631 Total current assets 190,606 (0 ) 190,606 Property and equipment, net of accumulated depreciation of $1,030,232 and $838,736, respectively 491,473 1 491,474 Land 603,000 – 603,000 Intangible assets, net 15,561 – 15,561 Deposits 6,660 10,000 16,600 Due from related party 1,820 – 1,820 Total assets 1,309,061 10,000 1,319,061 LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current liabilities Accounts payable 193,239 13,500 206,739 Accrued expenses 291,826 (46,380 ) 245,446 Accrued expenses - related parties 472,750 22,500 495,250 Interest payable 312,192 – 312,192 Accrued payroll taxes 2,047 – 2,047 Due to officers and shareholders 77,640 – 77,640 Line of credit 15,498 – 15,498 Common stock to be issued 500 – 500 Series H preferred shares to be issued – – – Notes payable, unrelated party 215,979 – 215,979 Notes payable - related party 120,128 24,061 144,189 Convertible notes payable, net of debt discounts of $263,536 and $21,833, respectively 598,339 18,042 616,381 Convertible notes payable - related party 165,000 – 165,000 Derivative Liability 2,419,337 (182,680 ) 2,236,656 Income Tax payable 15,865 – 15,865 Total current liabilities 4,900,340 (150,958 ) 4,749,382 Total liabilities 4,900,340 (150,958 ) 4,749,382 Shareholders' (deficit) Preferred stock 8,849 – 8,849 Common stock; 500,000,000 shares authorized with $0.001 par value; 64,414,091 and 25,223,578 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively 66,031 – 66,031 Additional paid-in capital 46,795,517 (1,187,366 ) 45,608,151 Accumulated deficit (50,461,676 ) 1,348,324 (49,113,352 ) Total shareholders' deficiency (3,591,279 ) 160,958 (3,430,321 ) Total liabilities and shareholders' deficiency $ 1,309,061 $ 10,000 $ 1,319,061 December 31, 2017 Adjustment As Restated REVENUE Rental income $ 193,601 193,601 Sales of pizza 592,445 592,445 Sales of ice cream 954,855 (480,309 ) 474,546 Sales to franchisees Ice cream – 131,487 131,487 Franchise fees – 81,435 81,435 Royalty fees – 19,500 19,500 Truck sales and build out – 129,000 129,000 Other 3,754 – 3,754 Total revenue 1,744,655 (118,887 ) 1,625,768 COST OF SALES (Exclusive of depreciation not related to Cost of Sales, shown separately below) Rental business 155,416 – 155,416 Pizza restaurants 429,779 – 429,779 Ice cream stores 771,213 75,500 846,714 Sales to franchisees – – – Ice cream – – – Franchise fees – – – Royalty fees – – Truck sales and build out – – – Other – – – Total cost of sales 1,356,408 75,501 1,431,909 GROSS MARGIN 388,247 (194,388 ) 193,859 OPERATING EXPENSES Depreciation and amortization expense 246,325 (86,154 ) 160,171 Goodwill Impairment 932,529 – 932,529 Loss on disposal of assets – 38,584 38,584 Selling, general and administrative 2,051,620 3,495 2,055,115 – Total operating cost 3,230,474 (44,075 ) 3,186,399 (LOSS) FROM OPERATIONS (2,842,227 ) (150,313 ) (2,992,540 ) OTHER INCOME (EXPENSE) Other Income 0 108,234 108,234 (Loss) Gain from extinguishment of debt (46,009 ) 76 (45,933 ) Change in value of derivative liability (1,386,055 ) 1,349,586 (36,469 ) Interest expense (111,606 ) (76 ) (111,682 ) Amortization of debt discounts (596,775 ) 23,170 (573,605 ) Loss on disposal of assets (17,647 ) 17,647 – Loss on Impairment of Goodwill – – – Total other income (expenses) (2,158,092 ) 1,498,637 (659,455 ) (LOSS) FOR THE PERIOD $ (5,000,319 ) $ 1,348,324 $ (3,651,995 ) (LOSS) PER COMMON SHARE -BASIC AND DILUTED $ (180.00 ) $ 222.51 $ (164.30 ) December 31, 2017 Adjustment As Restated (Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) $ (5,000,319 ) $ 1,348,324 $ (3,651,995 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation 268,211 (40,252 ) 227,959 Loss from disposal of fixed assets 17,647 20,937 38,584 (Gain) from debt forgiveness 46,009 (46,009 ) – Loss from impairment of goodwill 932,529 – 932,529 (Gain) on settlement of liabilities – (38,220 ) (38,220 ) Loss on settlement of note payable - related party – 84,153 84,153 Amortization of loan discount 596,775 (23,170 ) 573,605 Change in value of derivative liability 1,386,055 (1,349,586 ) 36,469 Stock based compensation 402,994 (117,371 ) 285,623 Warrants expense 98,573 (1,820 ) 96,753 Convertible note issued for conversion cost reimbursement 9,500 (9,500 ) Convertible note issued for services rendered 80,000 – 80,000 (Increase) decrease in: – Accounts receivable (31,053 ) – (31,053 ) Inventory (4,699 ) – (4,699 ) Other assets – (15,072 ) (15,072 ) Deposits (5,072 ) 5,072 – Prepaids and other current assets 25,359 – 25,359 Accounts payable 127,336 13,501 140,837 Accrued expenses (347,629 ) 195,368 (152,261 ) Interest payable 98,315 (17,575 ) 80,740 Taxes payable 7,579 (15,158 ) (7,579 ) Accrued payroll taxes (39,736 ) 0 (39,736 ) Accrued officers' salaries 700,600 22,500 723,100 Net cash used in operating activities (663,830 ) 48,926 (614,904 ) INVESTING ACTIVITIES Purchase of intangible assets (5,000 ) – (5,000 ) Disposal of fixed assets – Purchase of fixed assets (9,468 ) 1,668 (7,800 ) Net cash provided by (used in) investing activities (14,468 ) 1,668 (12,800 ) FINANCING ACTIVITIES Due to related party (37,059 ) (54,732 ) (91,791 ) Proceeds from sales of stock 40,000 0 40,000 Shareholder contributions 24,061 Proceeds from convertible notes payable 705,177 (17,977 ) 687,200 Proceeds from notes payable -related party – 46,176 46,176 Proceeds from notes payable -3rd party – 25,343 25,343 Proceeds from line of credit 5,498 11,343 16,841 Repayments to line of credit – (11,343 ) (11,343 ) (Repayments to) convertible notes payable (43,341 ) (25,343 ) (68,684 ) (Repayments to) notes payable (10,000 ) 0 (10,000 ) Net cash provided by financing activities 684,336 (50,594 ) 633,742 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,038 – 6,038 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 62,948 – 62,948 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 68,986 $ – $ 68,986 SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Income tax – Interest $ – $ 30,866 $ 30,866 NON-CASH INVESTING AND FINANCING ACTIVITIES: Common stock issued for settlement of accrued expense $ 1,415,600 $ – $ 1,415,600 Common stock issued upon conversion of notes payable $ 143,863 $ – $ 143,863 Common stock issued for settlement of note payable - related party – $ 451,891 $ 451,891 Conversion of preferred stock into common stock $ 9,171 $ (7,427 ) $ 1,744 Common stock cancellation related to accrued liability – $ 2,500 $ 2,500 Series H Preferred Stock issued for prior year acquisition $ 728,907 $ – $ 728,907 Series B preferred shares issued for debt settlement – $ 60,000 $ 60,000 Debt discount from issuance of warrant – $ 219,210 $ 219,210 Derivative Resolution upon conversion – $ 405,443 $ 405,443 Reclassification to derivative liabilities from additional paid in capital $ 1,033,004 $ 939,995 $ 1,972,999 Debt discount from derivative liabilities – $ 535,878 $ 535,878 Cash carried over from acquisition – $ – $ – |
19. Subsequent Events
19. Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS Stock Issuances: Subsequent to September 30, 2019, the Company issued 25,609,500 Common Shares for conversion of convertible notes payable. | 19. SUBSEQUENT EVENTS As announced in our DEF 14C, filed December 24, 2018, we amended the authorized Preferred series “L” to 100,000,000 on March 5th, 2019 with the State of Florida; stating shares are non-dilutive to a minimum of $1,278,000 in value. This minimum cannot be diluted due to actions taken by the Company, its BOD and/or its shareholders. All newly issued Stock are subject to a lockup / leakout agreement. Liquidation limited to 20% per year. As announced in our DEF 14C, filed December 24, 2018, we amended the authorized Preferred series “L1” to 100,000,000 on March 5th, 2019 with the State of Florida; stating shares are non-dilutive. Voting rights – NONE. Converts to common stock at a ratio of 1 share preferred to 1.25 shares common. 12-month minimum holding period; thereafter liquidation limited to 20% per year. On March 5th, 2019 – we changed transfer agencies from Standard Registrar & Transfer to OnlineTransfer, LLC. Effective March 21st, Company completed a reverse split of 1500:1 for common shares. Entered into an amended Promissory Note agreement with Leonite Capital, LLC, for two additional $50,000 tranches to the Company. Stock Issuances: Subsequent to December 31, 2018, 820,2322,075 (pre-split) shares were issued for debt conversion. |
1. Summary of Significant Acc_2
1. Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
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 Lexington Corp (formerly Cardiff International, Inc.) (“Cardiff”, the “Company”), a publicly held corporation. In the first quarter of 2013, management 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. | 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, niche companies with high growth potential. 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. |
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. At September 30, 2019, 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; Repicci’s Franchise Group, LLC acquired on August 10, 2016; Platinum Tax Defenders, LLC was acquired July 31, 2018 JM Enterprises 1, Inc. (dba – Key Tax Group) was acquired May 8, 2019 | Description of Business 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; Red Rock Travel Group, was acquired July31, 2018 Platinum Tax Defenders, LLC was acquired July 31, 2018 |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Cardiff, and its wholly-owned subsidiaries: We Three, LLC; Romeo’s NY Pizza; Edge View Properties, Inc.; Repicci’s Franchise Group: Platinum Tax Defenders LLC; and JM Enterprises 1, Inc. (dba – Key Tax Group). Red Rock Travel was discontinued effective June 30 th | Principles of Consolidation The consolidated financial statements include the accounts of Cardiff, and its wholly-owned subsidiaries: We Three, LLC; Romeo’s NY Pizza; Edge View Properties, Inc.; FDR Enterprises, Inc.; Refreshment Concepts, LLC, Repicci’s Franchise Group, LLC, Red Rock Travel Group, and Platinum Tax Defenders LLC. 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. In June 2019, the Company closed Red Rock Travel Group due to continuing losses in operations. The net assets and operations of Red Rock Travel Group have been retrospectively reclassified and reflected as discontinued operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (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. | 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. |
Change in Capital Structure | Change in Capital Structure Om March 25, 2019 the Company announced a 1:1500 reverse split of its Common stock, which has been given retrospective treatment in the consolidated financial statements. | |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted ASC 606, Revenue from contracts with customers (“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. There was no impact to the opening balance of accumulated deficit or revenues for the year ended December 31, 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 from the 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 subsidiary Repicci, generates revenues through franchise fees. Revenues from franchise fees are recognized in accordance with guidance Topic 606, as the fees are earned. One-third of the revenues are recognized within 60 days and the balance are recognized over the life of the franchise agreement, which can be up to 15 years. Our tax resolution subsidiaries, generates revenues through fees billed for efforts to resolve tax related issues that clients have with state and federal taxes. Revenues from these fees are recognized in accordance with guidance Topic 606, as the fees are earned. Fees are typically earned within 60 days. Our segmented revenue is disclosed more fully in our financial statements, see Footnote 15 for further details. | Revenue Recognition For the year-ended December 31, 2017, in general, the Company recognized 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 | Rental Income The Company’s 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 consolidated balance sheets as of December 31, 2017 and 2016. There are no contingent rentals included in income in the accompanying statements of operations. With the exception of the month-to-month leases, revenue was recognized on a straight-line basis and amortized into income on a monthly basis, over the lease term. | |
Restaurant Sales | Restaurant Sales Revenue from restaurant sales were 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. On January 1, 2018, we adopted Topic 606 using the modified retrospective method which did not have a material impact to the opening balance of accumulated deficit. Results for reporting periods beginning after January 1, 2018 are presented under 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 subsidiary Repicci, generates revenues through franchise fees. Revenues from franchise fees are recognized in accordance with guidance Topic 606, as the reference objections are satisfied. The perinate franchise fees associated with the right to intellectual property is earned over the life of the franchise agreement, which can be up to 15 years. Our segmented revenue is disclosed more fully in our financial statements, see footnote 10 | |
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. | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents. |
Accounts receivable | Accounts Receivable Accounts receivable is reported on the balance sheet at net amounts due to the Company. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible. As of September 30, 2019 and December 31, 2018, the Company had accounts receivable of $226,039 and $64,345, respectively. Accounts receivables are primarily generated from our subsidiaries in their normal course of business. The Company had an allowance as of September 30, 2019 and December 31, 2018 of $36,079 and $30,876, respectively. | Accounts Receivable Accounts receivable is reported on the balance sheet at gross amounts due to the Company. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible. As of December 31, 2018 and 2017, the Company had accounts receivable of $64,345 and $63,061, respectively. Accounts receivables are primarily generated from our subsidiaries in their normal course of business. |
Inventory | Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out (FIFO) method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. | Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out (FIFO) method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. |
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 nine months ended September 30, 2019 and the year ended December 31, 2018, depreciation and amortization expense was $53,549 ($44,177 is included in Cost of Goods Sold) and $80,165 ($57,468 is included in Cost of Goods Sold), respectively. | 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 years ended December 31, 2018 and 2017, depreciation and amortization expense was $80,165 and $227,959 ($108,039 is included in Cost of Goods Sold), respectively. |
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 believes such assumptions are also comparable to those that would be used by other marketplace participants. During the nine months ended September 31, 2019 and the year-ended December 31, 2018, the Company had goodwill impairment of $-0- and $1,459,725, respectively, related to its acquisitions of Red Rock Travel Group. The Company based this decision on impairment testing off the underlying assets, expected cash flows, decreased asset value and other factors. | 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 years-ended December 31, 2018 and 2017, the company had Goodwill impairment of $1,459,725 and $932,529, respectively, related to its acquisitions of FDR Enterprises, Inc.; Refreshment Concepts, LLC; and Repicci’s Franchise Group, LLC. (collectively referred to as “Repicci’s Group”) and Red Rock Travel Group. The Company based this decision on impairment testing off the underlying assets, expected cash flows, decreased asset value and other factors. |
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 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”) For option based simple derivative financial instruments, the Company uses the Lattice Binomial option pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. | Valuation of Derivative Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-10, Derivatives and Hedging (“ASC 815-10”) For option based simple derivative financial instruments, the Company uses the Lattice Binomial option pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. |
Beneficial Conversion Feature | Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. | Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a derivative liability with an offset against the face amount of the respective debt instrument which is and amortized to interest expense over the life of the debt. |
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 entity’s 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 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 Company’s financial assets measured and recorded at fair value on the Company’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2019 and December 31, 2018. Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – September 30, 2019 $ – $ – $ 7,351,185 $ 7,351,185 Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – December 31, 2018 $ – $ – $ 1,870,625 $ 1,870,625 | 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 entity’s 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 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 Company’s financial assets measured and recorded at fair value on the Company’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2018 and 2017. Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2018 $ – $ – $ 1,870,625 $ 1,870,625 Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2017 $ – $ – $ 2,236,656 $ 2,236,656 |
Stock-Based Compensation - Employees | 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. 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 – 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. 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 consolidated statements of operations. |
Stock-Based Compensation - Non Employees | 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”). | Stock-Based Compensation – Non Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company early adopted ASU No 2018-07 for equity instruments issued to parties other than employees. |
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 nine month period ended September 30, 2019 and year ended December 31, 2018 the Company did record any interest and penalties associated with uncertain tax positions. As of December 31, 2018, the Company did not have any significant unrecognized uncertain tax positions. | 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, 2018 and 2017 the Company did not have any interest and penalties associated with tax positions. As of December 31, 2018 and 2017, the Company did not have any significant unrecognized uncertain tax positions. |
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 nine months ended September 30, 2019 and the year ended December 31, 2018. During a period of net loss, all potentially dilutive securities are anti-dilutive. Accordingly, for the three and nine months ended September 31, 2019 and December 31, 2018 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 (weighted average reflected post 1500:1 reverse stock split for the December 31, 2018 period): For the Nine months and year ended September 30, 2019 September 30, 2018 Numerator: Net (loss) $ (9,133,106 ) $ (6,265,251 ) Denominator: Weighted-average shares outstanding 109,228,404 602,038 Basic (loss) per share $ (0.08 ) $ (0.01 ) This does not include the potential dilutive effect if all exercisable warrants were exercised or conversions of convertible notes and convertible preferred stock as described below as of September 30, 2019: Principal and Interest conversion 613,794,780 Warrants 8,749,287 Preferred Stock conversion 179,106,727 Total 801,650,794 | 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, 2018 and 2017. During a period of net loss, all potentially dilutive securities are anti-dilutive. Accordingly, for the years ended December 31, 2018 and 2017 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 (weighted average reflected post 1500:1 reverse stock split): For the years ended December 31, 2018 December 31, 2017 Numerator: Net (loss) $ (6,265,251 ) $ (3,651,995 ) Denominator: Weighted-average shares outstanding 602,038 28,937 Basic (loss) per share $ (10.41 ) $ (126.20 ) This does not include the potential dilutive effect if all exercisable warrants were exercised or conversions of convertible notes and convertible preferred stock as described below as of December 31, 2018: 2018 2017 Principal and Interest conversion 3,133,104 41,660 Warrants 5,833 – Preferred Stock conversion 350,167 209,650 Total 3,489,104 250,310 |
Going Concern | Going Concern The accompanying condensed 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 September 30, 2019, the Company had shareholders’ deficit of $9,007,488. The accompanying condensed 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, 2018 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. | 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 December 31, 2018, the Company has sustained recurring loses and accumulated a working capital deficit. 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, 2018 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 fund its cashflow shortfalls and 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 Adoption of ASU 2016-02, Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, The Company adopted this standard on January 1, 2019 using the modified retrospective method. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients. The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize ROU assets or lease liabilities. In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, We expect the adoption will have an immaterial impact to our comparative net income or loss and as such comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We also expect the impact of the adoption of the new standard to be immaterial to our net income or loss on an ongoing basis, due to the nature of our revenues. Recent accounting pronouncements not yet adopted In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a Group recognizes an allowance based on the estimate of expected credit loss. The Company does not expect that the adoption of the standard to have an impact on the Company’s financial statements. Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows. | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 ,” Leases” (Topic 842) In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows. |
1. Summary of Significant Acc_3
1. Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Schedule of estimated useful lives | Classification Useful Life Equipment, furniture and fixtures 5 - 7 years Leasehold improvements 10 years or lease term, if shorter | 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 |
Schedule of fair value of derivative liability | The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2019 and December 31, 2018. Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – September 30, 2019 $ – $ – $ 7,351,185 $ 7,351,185 Level 1 Level 2 Level 3 Total Fair Value of Derivative Liability – December 31, 2018 $ – $ – $ 1,870,625 $ 1,870,625 | The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2018 and 2017. Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2018 $ – $ – $ 1,870,625 $ 1,870,625 Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2017 $ – $ – $ 2,236,656 $ 2,236,656 |
Schedule of earnings (loss) per share | For the Nine months and year ended September 30, 2019 September 30, 2018 Numerator: Net (loss) $ (9,133,106 ) $ (6,265,251 ) Denominator: Weighted-average shares outstanding 109,228,404 602,038 Basic (loss) per share $ (0.08 ) $ (0.01 ) | For the years ended December 31, 2018 December 31, 2017 Numerator: Net (loss) $ (6,265,251 ) $ (3,651,995 ) Denominator: Weighted-average shares outstanding 602,038 28,937 Basic (loss) per share $ (10.41 ) $ (126.20 ) |
Schedule of antidilutive shares | Principal and Interest conversion 613,794,780 Warrants 8,749,287 Preferred Stock conversion 179,106,727 Total 801,650,794 | This does not include the potential dilutive effect if all exercisable warrants were exercised or conversions of convertible notes and convertible preferred stock as described below as of December 31, 2018: 2018 2017 Principal and Interest conversion 3,133,104 41,660 Warrants 5,833 – Preferred Stock conversion 350,167 209,650 Total 3,489,104 250,310 |
2. Acquisitions (Tables)
2. Acquisitions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Proforma information | 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 period presented or the results which may occur in the future. Pro Forma 2018 Pro forma 2017 REVENUE 1,393,687 4,393,687 NET INCOME (LOSS) FOR THE PERIOD $ (7,211,221 ) $ (7,211,221 ) | |
JM Enterprise Key Tax Group [Member] | ||
Net assets acquired | Key Tax Fair Value Cash $ 9,484 Accounts receivable 90,766 Other assets 250,000 Property and equipment 6,044 Goodwill 1,407,915 Liabilities (464,209 ) Total $ 1,300,000 | |
Platinum Tax Defenders [Member] | ||
Net assets acquired | The preliminary purchase allocation of the net assets acquired is as follows: Platinum Fair Value Cash $ 138,906 Accounts receivable 105,669 Other assets 60,041 Property and equipment 6,010 Goodwill 2,092,048 Liabilities (272,674 ) Total $ 2,130,000 | |
Red Rock Travel Group [Member] | ||
Net assets acquired | The preliminary purchase allocation of the net assets acquired is as follows: Red Rock Fair Value Cash $22,515 Intangible assets* 300,000 Property and equipment 55,286 Goodwill* 1,459,725 Liabilities (1,662,526) Total $175,000 * Subsequent to the acquisition, the Company determined that the intangible assets and goodwill should be fully impaired and written off. |
3. Accrued Expenses (Tables)
3. Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Schedule of accrued expenses | September 30, December 31, 2019 2018 Accrued salaries – related party $ 1,132,909 $ 747,000 Accrued expenses – other 859,763 563,074 Total $ 1,992,672 $ 1,310,074.0 | As of December 31, 2018, and December 31, 2017, the Company had accrued expenses of $1,310,074 and $740,696, respectively, consisted of the following: December 31, 2018 December 31, 2017 Accrued salaries – related party $ 747,000 470,000 Lease payable – related party – 25,250 Accrued expenses – other 563,074 245,446 Total $ 1,310,074 740,696 |
4. Plant and Equipment, Net (Ta
4. Plant and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Plant and Equipment | September 30, December 31, 2019 2018 Furniture, fixture and equipment $ 560,380 $ 715,466 Leasehold improvements 136,069 161,166 Total 696,449 876,632 Less: accumulated depreciation (416,595 ) (495,331 ) Plant and equipment, net $ 279,854 $ 381,301 | Plant and equipment, net as of December 31, 2018 and 2017 was $381,301 and $491,474, respectively, consisting of the following: December 31, December 31, 2018 2017 Furniture, fixture and equipment 715,466 904,375 Leasehold improvements 161,166 672,159 Total 876,632 1,576,534 Less: accumulated depreciation (495,331 ) (1,085,060 ) Plant and equipment, net 381,301 491,474 |
8. Notes and Loans Payable (Tab
8. Notes and Loans Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Schedule of notes payable | September 30, December 31, 2019 2018 Notes Payable – Unrelated Party $ 1,050,777 $ 676,477 Notes Payable – Related Party 296,916 265,242 Total 1,347,693 941,719 Less Discontinued operations Notes Payable – Unrelated Party (453,147 ) – Current portion $ 894,546 $ (941,719 ) | December 31, December 31, 2018 2017 Loans Payable Unrelated Party $ 665,488 $ 215,979 Notes Payable – Unrelated Party 10,989 – Notes Payable – Related Party 265,242 144,189 Total 941,719 360,168 Current portion (941,719 ) (360,168 ) Long-term portion $ – $ – |
9. Convertible Notes Payable (T
9. Convertible Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Convertible notes | September 30, December 31, Convertible Notes Payable – Unrelated Party $ 1,991,607 $ 2,191,800 Discount on Convertible Notes Payable - Unrelated Party (735,694 ) (201,024 ) Total $ 1,255,913 $ 1,990,775 Current Portion 881,741 950,775 Long-Term Portion $ 374,172 $ 1,040,000 | December 31, December 31, Convertible Notes Payable – Unrelated Party $ 2,026,800 $ 861,875 Convertible Notes Payable – Related Party 165,000 165,000 Discount on Convertible Notes Payable - Unrelated Party (201,024 ) (245,494 ) Total $ 1,990,775 $ 781,381 Current Portion 950,775 781,381 Long-Term Portion $ 1,040,000 $ – |
Assumptions for fair value of derivative liabilities | Nine Months Ended September 30, 2019 Volatility 213% - 13.26% Risk-free interest rate 0.162 - 0.269 Expected term 0.36-6.78 | 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 December 31, 2018 December 31, 2017 Volatility 182.91%-636.13% 111.09% - 220.65% Risk-free interest rate 2.13% -2.72% 0.51% - 1.76 % Expected term .04 - 5.14 .02-1.00 |
Schedule of Derivative liabilities | Note # Issuance Maturity Rate Default 12/31/2018 Principal Balance 2019 Add Principal 2019 Principal Conversions 2019 Interest Converted Shares issued upon conversion 2019 2019 Principal Paid with Cash 2019 interest paid in Cash 9/30/19 Principal Balance Total Interest expense for Nine Months Ended 9/30/2019 Accrued Interest as of 9/30/2019 Conversion price 1 8/21/2008 8/21/2009 12% Y 150,000 – – 150,000 13,650 200,258 Short Term 2 3/11/2009 4/29/2014 12% Y 15,000 – – 15,000 1,365 19,030 Short Term 7 2/9/2016 2/9/2017 20% Y 8,485 – – 8,485 1,287 7,069 $.03 per share or 50% of market 7-1 10/28/2016 10/28/2017 20% Y 25,000 – – 25,000 3,792 14,668 $.03 per share or 50% of market 8 3/8/2016 3/8/2017 20% Y 1,500 – – 1,500 227 2,915 $.03 per share or 50% of market 9 9/12/2016 9/12/2017 20% Y 80,000 – – 80,000 12,133 48,955 $.03 per share or 50% of market 10 1/24/2017 1/24/2018 20% Y 55,000 – – 55,000 8,342 29,618 $.25 per share or 50% of market 11 1/27/2017 1/27/2018 20% Y 2,698 1,500 (4,198 ) (9,225 ) 1,250,000 – 135 1,060 $.25 per share or 50% of market 11-1 2/21/2017 2/21/2018 20% Y 25,000 6,856 (31,856 ) (2,504 ) 48,749,769 – 1,641 8,425 $.25 per share or 50% of market 11-2 3/16/2017 3/16/2018 20% Y 40,000 – (7,537 ) 32,463 5,681 20,038 $.25 per share or 50% of market 12 4/6/2017 4/6/2018 20% Y 31,997 – (31,997 ) (2,908 ) 1,695,400 – 1,600 11,805 $.25 per share or 50% of market 13-1 4/21/2017 4/21/2018 18% Y 172,000 (129,371 ) (3,861 ) 3,969,066 42,629 6,833 23,847 $.30 per share or 60% of the lowest trading price for 10 days 16 11/27/2017 11/27/2018 12% Y – (119 ) 26,630 – – – 60% of the lowest trading or bid (whichever is lower) price for 20 days 18 1/19/2018 1/19/2019 24% Y 83,500 (35,428 ) – 358,333 (48,072 ) (13,857 ) – 4,359 0 60% of the lowest trading price for 20 days 20 3/29/2018 3/29/2019 24% Y 25,100 (25,100 ) – 112,844 – – – 60% of the lowest trading price for 15 days 21 4/9/2018 4/9/2019 10% Y 130,206 (2,515 ) – 72,901 (127,691 ) (22,326 ) – 10,939 0 40% discount on the lowest trading price for previous 25 days 22 7/10/2018 1/10/2021 12% N 1,040,000 – – 114,013,576 $ (200,000 ) $ (83,232 ) 800,000 80,633 4,337 $0.04/ share or 40% of the lowest bid price for prior 21 days 22.1 2/21/2019 1/10/2021 12% N – 56,616 – 56,616 5,152 5,152 23 7/19/2018 12/31/2018 8% Y – (1,653 ) – – – 60% of the lowest trading price for 10 days 24 7/19/2018 12/31/2018 8% Y – – – – – 60% of the lowest trading price for 10 days 25 8/13/2018 2/13/2019 12% Y 78,314 (3,367 ) 78,314 9,515 12,218 $0.004/ share or 60% of the lowest trading price for prior 21 days 26 8/10/2017 1/27/2018 15% Y 20,000 – 20,000 2,783 4,871 $.25 per share or 50% of market 27-1-4 12/10/2018 12/10/2019 8% N 108,000 (53,711 ) (3,076 ) 141,439,120 – 4,344 1,517 60% of the lowest trading price for 10 days 28 12/5/2018 12/5/2019 8% N 100,000 (56,900 ) (2,852 ) 125,027,981 – – 43,100 4,544 1,977 55% of the lowest trading price for 15 days 29 5/10/2019 5/10/2020 8% N – 150,000 – – – – – 150,000 6,100 6,100 55% of the lowest trading price for 15 days 30 7/26/2019 7/26/2020 6% N 73,500 – – – – – 73,500 797 797 62% of the lowest trading price for 15 days 31 8/28/2019 8/28/2020 8% N 120,000 120,000 868 868 60% of the lowest trading price for 12 days RR 1 5/22/2018 5/22/2019 20% Y 40,000 40,000 6,067 10,222 75% of the lowest closing ask price for the three prior trading days RR 3.0 and 3.1 8/9/2018 8/9/2019 30% N 100,000 100,000 22,750 34,750 70% of the lowest closing ask price for the three prior trading days RR 4 9/13/2018 9/13/2019 30% N 50,000 50,000 11,375 15,917 70% of the lowest closing ask price for the three prior trading days RR 5 9/13/2018 9/13/2019 30% N 50,000 50,000 11,375 15,917 70% of the lowest closing ask price for the three prior trading days Convertible Notes Payable $ 2,431,800 $ 408,472 $ (378,613 ) $ (29,565 ) $ 436,715,620 $ (375,763 ) $ (119,414 ) $ 1,991,607 $ 238,287 $ 502,331 Summary Convertible Notes Payable - Related Party $ – $ – $ – $ – – $ – $ – $ – $ – $ – Total $ 2,431,800 $ 408,472 $ (378,613 ) $ (29,565 ) 436,715,620 $ (375,763 ) $ (119,414 ) $ 1,991,607 $ 238,287 $ 502,331 | Note # * Issuance Maturity Rate 12/31/2017 Principal Balance 2018 Add Principal 2018 Principal Conversions Shares issued upon conversion 2018 12/31/2018 Principal Balance Total Interest expense for Year Ended 12/31/2018 Accrued Interest as of 12/31/2018 Conversion price 3 R 9/7/2011 9/7/2016 8% 50,000 – – – 50,000.00 4,055.56 24,055.56 Non-convertible 3-1 R 11/17/2011 11/17/2016 8% 50,000 – – – 50,000.00 4,055.56 24,055.56 Non-convertible 4 4/17/2014 6/17/2014 8% – – – – – – – $.005 per share 5 3/12/2009 3/12/2014 0% 10,989 – – – 10,989.00 – – Non-convertible 6 7/29/2015 11/26/2015 8% – – – – – – – 50% of market, subject to change to $.01 1 R 8/21/2008 8/21/2009 12% 150,000 – – – 150,000.00 18,250.00 108,250.00 Short Term 2 R 3/11/2009 4/29/2014 12% 15,000 – – – 15,000.00 1,825.00 10,825.00 Short Term 7 2/9/2016 2/9/2017 15% 11,500 1,500.00 (4,515.00 ) 1,200,000 8,485.00 1,871.32 714.93 $.03 per share or 50% of market 7-1 10/28/2016 10/28/2017 15% 25,000 – – – 25,000.00 6,319.44 5,320.63 $.03 per share or 50% of market 8 3/8/2016 3/8/2017 15% 10,000 1,500.00 (10,000.00 ) 495,411 1,499.97 304.16 9,563.50 $.03 per share or 50% of market 9 9/12/2016 9/12/2017 10% 80,000 – – – 80,000.00 16,222.22 31,875.78 $.03 per share or 50% of market 10 1/24/2017 1/24/2018 10% 55,000 – – – 55,000.00 12,528.00 17,737.50 $.25 per share or 50% of market 11 1/27/2017 1/27/2018 15% 50,000 11,500.00 (58,802.00 ) 44,810,143 2,698.00 8,079.61 (0.00 ) $.25 per share or 50% of market 11-1 2/21/2017 2/21/2018 15% 25,000 – – – 25,000.00 6,398.31 1,028.92 $.25 per share or 50% of market 11-2 3/16/2017 3/16/2018 15% 40,000 – – – 40,000.00 10,238.02 5,949.36 $.25 per share or 50% of market 12 4/6/2017 4/6/2018 15% 43,497 7,500.00 (19,000.00 ) 19,286,260 31,997.00 10,573.79 6,770.88 $.25 per share or 50% of market 13-1 4/21/2017 4/21/2018 5% 287,500 – (115,500.00 ) 15,191,152 172,000.00 9,863.26 12,105.63 $.30 per share or 60% of the lowest trading price for 10 days 14 10/6/2017 7/6/2018 12% 82,500 5,112.65 (87,612.65 ) 66,879,492 – 6,288.42 0.00 40% of the lowest trading price for 10 days 15 11/2/2017 11/2/2018 8% 54,600 – (54,600.00 ) 47,973,252 – 2,959.60 0.00 60% of the lowest trading price for 10 days 16 11/27/2017 11/27/2018 12% 53,800 115,917.00 (122,992.00 176,451,571 – 105,034.90 0.00 60% of the lowest trading or bid (whichever is lower) price for 20 days 17 12/14/2017 12/14/2018 8% 43,478 – (43,478.26) 8,248,054 – 1,979.02 0.00 60% of the lowest trading price for 10 days 18 1/19/2018 1/19/209 12% – 83,500.00 – – 83,500.00 10,159.17 10,159.17 60% of the lowest trading price for 20 days 19 2/21/2018 2/21/2019 8% – 78,750.00 (78,750.00) 54,957,108 – 3,638.74 0 60% of the lowest trading price for 15 days 20 3/29/2018 3/29/2019 8% – 100,000.00 (74,900.00 ) 145,598,889 25,100.00 6,579.82 2,672.82 60% of the lowest trading price for 15 days 21 4/9/2018 4/9/2019 10% – 147,000.00 (16,794.00 ) 60,041,407 130,206.00 10,335.82 1,958.82 40% discount on the lowest trading price for previous 25 days 22 7/10/2018 1/10/2021 12% – 1,040,000.00 – – 1,040,000.00 63,786.67 63,786.67 $0.04/ share or 40% of the lowest bid price for prior 21 days 23 7/19/2018 12/31/2018 8% – 43,478.26 (43,478.26 ) 14,373,526 – 79.90 – 60% of the lowest trading price for 10 days 24 7/19/2018 12/31/2018 8% – 43,478.26 (43,478.26) 67,478,054 – 972.00 (0.00 ) 60% of the lowest trading price for 10 days 25 8/13/2018 2/13/2019 12% – 126,560.00 (48,246.00) 101,177,885 78,314.00 6,068.14 1,724.14 $0.004/ share or 60% of the lowest trading price for prior 21 days 26 8/10/2017 1/27/2018 15% – – – – 20,000.00 1,533.33 1,533.33 $.25 per share or 50% of market 27-1-4 12/10/2018 12/10/2019 8% – 108.000.00 – – 108,000.00 504.00 504.00 60% of the lowest trading price for 10 days 28 12/5/2018 12/5/2019 8% – 100,000.00 – – 100,000.00 466.67 466.67 55% of the lowest trading price for 15 days Convertible $ 861,875 $ 2,013,796 $ (822,146 ) 824,162,204 $ 2,026,800 $ 302,784 $ 173,873 Non-Convertible $ 10,989 $ – $ – – $ 10,989 $ – $ – SUMMARY Related Party Convertible $ 165,000 $ – $ – – $ 165,000 $ 20,075 $ 119,075 Related Party Non-Convertible $ 100,000 $ – $ – – $ 100,000 $ 8,111 $ 48,111 Total $ 1,137,864 $ 2,013,796 $ (822,146 ) 824,162,204 $ 2,302,789 $ 330,970 $ 341,059 * R = Related Party |
Convertible Debt [Member] | ||
Assumptions for fair value of derivative liabilities | 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: Year Ended December 31, 2017 2016 Volatility 111.09% - 220.65% – Risk-free interest rate 0.51% - 1.76% – Expected term .02-1 – |
10. Fair Value Measurement (Tab
10. Fair Value Measurement (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Schedule of changes in fair value | Derivative Liability, December 31,2018 $ 1,870,625 Day 1 Loss 25,245,171 Derivatives Issued 1,566,616 Derivatives Settled (2,721,605 ) Mark to market adjustments (18,609,622 ) Derivative Liability, September 30, 2019 $ 7,351,185 | The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the year ended December 31, 2017: Derivative Liability, December 31, 2016 – Day 1 Loss 1,287,744 Discount from derivatives 535,878 Warrants reclassified to derivative liabilities 96,753 Tainting of Convertible notes 1,972,999 Resolution of derivative liability upon conversion (405,443 ) (Gain) on Change in Fair Value (1,251,275 ) Derivative Liability, December 31, 2017 2,236,656 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the year ended December 31, 2018: Derivative Liability, December 31,2017 2,236,656 Day 1 Loss 987,021 Discount from derivatives 775,790 Resolution of derivative liability upon conversion (1,770,997 ) Mark to market adjustment (357,845 ) Derivative Liability, December 31, 2018 1,870,625 |
Assumptions for fair value of derivative liabilities | Nine Months Ended September 30, 2019 Volatility 213% - 13.26% Risk-free interest rate 0.162 - 0.269 Expected term 0.36-6.78 | 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 December 31, 2018 December 31, 2017 Volatility 182.91%-636.13% 111.09% - 220.65% Risk-free interest rate 2.13% -2.72% 0.51% - 1.76 % Expected term .04 - 5.14 .02-1.00 |
13. Warrants (Tables)
13. Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Schedule of derivative liabilities reclassified into additional paid in capital | Year Ended Initial Valuation $ 3,795 Ending Value September 30, 2019 $ 15,243 | Year Ended December 31, Initial Valuation 96,753 Ending Value 47,559 Year Ended December 31, 2018 Initial Valuation 89,359 Ending Value 3,795 |
Schedule of warrant assumptions | Nine Months Ended September 30, 2019 Volatility 213% - 13.26% Risk-free interest rate 0.162 - 0.269 Expected term 0.36-6.78 | 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 December 31, 2018 December 31, 2017 Volatility 182.91%-636.13% 111.09% - 220.65% Risk-free interest rate 2.13% -2.72% 0.51% - 1.76 % Expected term .04 - 5.14 .02-1.00 |
schedule of warrant activity | Number of Weighted Stock Warrants Balance at January 1, 2019 6,614,287 $ 0.21 Granted – – Exercised – – Expired – – Balance at September 30, 2019 6,614,287 0.21 Warrants Exercisable at September 30, 2019 6,614,287 $ 0.21 | Number of Warrants Weighted Average Exercise Price Stock Warrants Balance at January 1, 2018 6,614,287 $ 0.21 Granted – – Exercised – – Expired – – Balance at December 31, 2018 6,614,287 0.21 Warrants Exercisable at December 31, 2018 6,614,287 $ 0.21 |
Warrant [Member] | ||
Schedule of warrant assumptions | The table below sets forth the assumptions for Black-Scholes valuation model on each initial date and December 31, 2017 Year Ended December 31, 2017 Volatility 274% - 314% Risk-free interest rate 0.147 - 0.198 Expected term 2.11 - 3.0 The table below sets forth the assumptions for Black-Scholes valuation model on each initial date and December 31, 2018 Year Ended December 31, 2018 Volatility 213% - 494% Risk-free interest rate 0.147 - 0.269 Expected term 2.11 – 2.53 |
15. Commitments and Contingen_2
15. Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule operating Leases | The Company had operating lease expense of $242,567 and $176,062 for the year ended December 31, 2018 and 2017, respectively, consisting of the followings. For the year ended December 31, 2018 December 31, 2017 Restaurants $ 72,121 $ 71,750 Lot 73,782 35,350 Office 96,664 68,962 Equipment Rentals – – Total $ 242,567 $ 176,062 | |
Schedule of lease liability | Maturity of Lease Liabilities at September 30, 2019 2019 $ 25,886, 2020 106,096 2021 108,705 2022 67,431 2023 60,124 2024 and thereafter 319,144 Total future undiscounted lease payments 687,386 Less: Interest (287,428 ) Present value of lease liabilities $ 399,957 |
16. Income Taxes (Tables)
16. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | The Company’s total deferred tax asset as of December 31, 2018 and 2017 is as follows: 2018 2017 Deferred tax assets $ 3,815,102 $ 3,815,102 Valuation allowance (3,815,102 ) (3,815,102 ) Net deferred tax asset $ – $ – |
17. Segment Reporting (Tables)
17. Segment Reporting (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Schedule of segment reporting | For the three month period ended September 30, 2019 September 30, 2018 Revenues: Revenues: We Three $ 82,699 We Three $ 44,740 Romeo’s NY Pizza 324,440 Romeo’s NY Pizza 148,540 Repicci's Group 145,335 Repicci's Group 151,904 Platinum Tax 1,599,601 Platinum Tax 229,124 Key Tax 589,816 Key Tax – Other – Other 123,576 Consolidated revenues $ 2,741,891 Consolidated revenues $ 697,884 Cost of Sales: Cost of Sales: We Three $ 86,710 We Three $ 43,305 Romeo’s NY Pizza 238,363 Romeo’s NY Pizza 111,814 Repicci's Group 136,711 Repicci's Group 154,572 Platinum Tax 500,676 Platinum Tax 155,475 Key Tax 254,832 Key Tax – Other – Other 125,900 Consolidated cost of sales $ 1,217,292 Consolidated cost of sales $ 591,066 Income (Loss) before taxes Income (Loss) before taxes We Three $ (5,017 ) We Three $ (23,281 ) Romeo’s NY Pizza 17,929 Romeo’s NY Pizza 3,325 Repicci’s Group (19,253 ) Repicci’s Group (213,683 ) Platinum Tax 107,947 Platinum Tax (249,134 ) Key Tax 290,137 Key Tax – Others (3,382,202 ) Others (4,533,087 ) Consolidated gain/(loss) before taxes $ (2,990,459 ) Consolidated gain/(loss) before taxes $ (5,015,460 ) For the nine month period ended September 30, 2019 September 30, 2018 Revenues: Revenues: We Three $ 135,577 We Three $ 143,403 Romeo’s NY Pizza 472,237 Romeo’s NY Pizza 452,555 Repicci's Group 177,962 Repicci's Group 578,668 Platinum Tax 2,226,828 Platinum Tax 229,124 Key Tax 589,816 Key Tax – Other (0 ) Other 123,576 Consolidated revenues $ 3,602,420 Consolidated revenues $ 1,527,326 Cost of Sales: Cost of Sales: We Three $ 153,873 We Three $ 145,650 Romeo’s NY Pizza 348,386 Romeo’s NY Pizza 324,661 Repicci's Group 176,331 Repicci's Group 435,302 Platinum Tax 703,809 Platinum Tax 155,475 Key Tax 254,832 Key Tax – Other 1 Other 125,900 Consolidated cost of sales $ 1,637,231 Consolidated cost of sales $ 1,186,988 Income (Loss) before taxes Income (Loss) before taxes We Three $ (25,123 ) We Three $ (29,357 ) Romeo’s NY Pizza 22,727 Romeo’s NY Pizza 29,048 Repicci’s Group (35,380 ) Repicci’s Group (83,816 ) Platinum Tax 137,574 Platinum Tax (249,134 ) Key Tax 290,137 Key Tax – Others (9,523,041 ) Others (5,378,790 ) Consolidated gain/(loss) $ (9,133,106 ) Consolidated gain/(loss) before taxes $ (5,712,049 ) As of As of September 30, 2019 December 31, 2018 Assets: Assets: We Three $ 293,162 We Three $ 314,003 Romeo’s NY Pizza 52,590 Romeo’s NY Pizza 121,339 Repicci’s Group 64,256 Repicci’s Group 258,649 Platinum Tax 94,461 Platinum Tax 108,569 Key Tax 167,502 Key Tax – Others 4,789,072 Others 2,676,437 Combined assets $ 5,461,043 Combined assets $ 3,478,997 | For the year ended December 31, 2018 December 31, 2017 Revenues: We Three $ 186,096 $ 193,601 Romeo’s NY Pizza 602,866 592,445 Repicci's Group 538,156 835,968 Platinum Tax 899,748 – Other – 3,754 Consolidated revenues $ 2,226,866 $ 1,625,768 Cost of Sales: We Three $ 182,690 $ 155,416 Romeo’s NY Pizza 446,880 429,779 Repicci's Group 503,478 846,714 Platinum Tax 337,986 – Other – – Consolidated cost of sales $ 1,471,034 $ 1,431,909 Income (Loss) before taxes We Three $ (1,468 ) $ (4,494 ) Romeo’s NY Pizza 28,336 (185,299 ) Repicci’s Group (10,395 ) (111,302 ) Platinum Tax (168,851 ) – Others (3,798,514 ) (3,350,900 ) Consolidated gain/(loss) before taxes $ (3,950,892) ) $ (3,651,995 ) As of As of December 31, 2018 December 31, 2017 Assets: We Three $ 318,285 $ 235,532 Romeo’s NY Pizza 108,908 158,551 Repicci’s Group 169,030 293,216 Platinum Tax 60,578 – Others 2,676,140 631,762 Combined assets $ 3,332,941 $ 1,319,061 |
18. Restatement (Tables)
18. Restatement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Restatement to Prior Year Income | December 31, 2017 Adjustment As Restated ASSETS Current assets Cash 68,986 (0 ) 68,986 Accounts receivable-net 63,061 0 63,061 Inventory-net 46,928 – 46,928 Prepaid and other 11,631 (0 ) 11,631 Total current assets 190,606 (0 ) 190,606 Property and equipment, net of accumulated depreciation of $1,030,232 and $838,736, respectively 491,473 1 491,474 Land 603,000 – 603,000 Intangible assets, net 15,561 – 15,561 Deposits 6,660 10,000 16,600 Due from related party 1,820 – 1,820 Total assets 1,309,061 10,000 1,319,061 LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current liabilities Accounts payable 193,239 13,500 206,739 Accrued expenses 291,826 (46,380 ) 245,446 Accrued expenses - related parties 472,750 22,500 495,250 Interest payable 312,192 – 312,192 Accrued payroll taxes 2,047 – 2,047 Due to officers and shareholders 77,640 – 77,640 Line of credit 15,498 – 15,498 Common stock to be issued 500 – 500 Series H preferred shares to be issued – – – Notes payable, unrelated party 215,979 – 215,979 Notes payable - related party 120,128 24,061 144,189 Convertible notes payable, net of debt discounts of $263,536 and $21,833, respectively 598,339 18,042 616,381 Convertible notes payable - related party 165,000 – 165,000 Derivative Liability 2,419,337 (182,680 ) 2,236,656 Income Tax payable 15,865 – 15,865 Total current liabilities 4,900,340 (150,958 ) 4,749,382 Total liabilities 4,900,340 (150,958 ) 4,749,382 Shareholders' (deficit) Preferred stock 8,849 – 8,849 Common stock; 500,000,000 shares authorized with $0.001 par value; 64,414,091 and 25,223,578 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively 66,031 – 66,031 Additional paid-in capital 46,795,517 (1,187,366 ) 45,608,151 Accumulated deficit (50,461,676 ) 1,348,324 (49,113,352 ) Total shareholders' deficiency (3,591,279 ) 160,958 (3,430,321 ) Total liabilities and shareholders' deficiency $ 1,309,061 $ 10,000 $ 1,319,061 December 31, 2017 Adjustment As Restated REVENUE Rental income $ 193,601 193,601 Sales of pizza 592,445 592,445 Sales of ice cream 954,855 (480,309 ) 474,546 Sales to franchisees Ice cream – 131,487 131,487 Franchise fees – 81,435 81,435 Royalty fees – 19,500 19,500 Truck sales and build out – 129,000 129,000 Other 3,754 – 3,754 Total revenue 1,744,655 (118,887 ) 1,625,768 COST OF SALES (Exclusive of depreciation not related to Cost of Sales, shown separately below) Rental business 155,416 – 155,416 Pizza restaurants 429,779 – 429,779 Ice cream stores 771,213 75,500 846,714 Sales to franchisees – – – Ice cream – – – Franchise fees – – – Royalty fees – – Truck sales and build out – – – Other – – – Total cost of sales 1,356,408 75,501 1,431,909 GROSS MARGIN 388,247 (194,388 ) 193,859 OPERATING EXPENSES Depreciation and amortization expense 246,325 (86,154 ) 160,171 Goodwill Impairment 932,529 – 932,529 Loss on disposal of assets – 38,584 38,584 Selling, general and administrative 2,051,620 3,495 2,055,115 – Total operating cost 3,230,474 (44,075 ) 3,186,399 (LOSS) FROM OPERATIONS (2,842,227 ) (150,313 ) (2,992,540 ) OTHER INCOME (EXPENSE) Other Income 0 108,234 108,234 (Loss) Gain from extinguishment of debt (46,009 ) 76 (45,933 ) Change in value of derivative liability (1,386,055 ) 1,349,586 (36,469 ) Interest expense (111,606 ) (76 ) (111,682 ) Amortization of debt discounts (596,775 ) 23,170 (573,605 ) Loss on disposal of assets (17,647 ) 17,647 – Loss on Impairment of Goodwill – – – Total other income (expenses) (2,158,092 ) 1,498,637 (659,455 ) (LOSS) FOR THE PERIOD $ (5,000,319 ) $ 1,348,324 $ (3,651,995 ) (LOSS) PER COMMON SHARE -BASIC AND DILUTED $ (180.00 ) $ 222.51 $ (164.30 ) December 31, 2017 Adjustment As Restated (Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) $ (5,000,319 ) $ 1,348,324 $ (3,651,995 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation 268,211 (40,252 ) 227,959 Loss from disposal of fixed assets 17,647 20,937 38,584 (Gain) from debt forgiveness 46,009 (46,009 ) – Loss from impairment of goodwill 932,529 – 932,529 (Gain) on settlement of liabilities – (38,220 ) (38,220 ) Loss on settlement of note payable - related party – 84,153 84,153 Amortization of loan discount 596,775 (23,170 ) 573,605 Change in value of derivative liability 1,386,055 (1,349,586 ) 36,469 Stock based compensation 402,994 (117,371 ) 285,623 Warrants expense 98,573 (1,820 ) 96,753 Convertible note issued for conversion cost reimbursement 9,500 (9,500 ) Convertible note issued for services rendered 80,000 – 80,000 (Increase) decrease in: – Accounts receivable (31,053 ) – (31,053 ) Inventory (4,699 ) – (4,699 ) Other assets – (15,072 ) (15,072 ) Deposits (5,072 ) 5,072 – Prepaids and other current assets 25,359 – 25,359 Accounts payable 127,336 13,501 140,837 Accrued expenses (347,629 ) 195,368 (152,261 ) Interest payable 98,315 (17,575 ) 80,740 Taxes payable 7,579 (15,158 ) (7,579 ) Accrued payroll taxes (39,736 ) 0 (39,736 ) Accrued officers' salaries 700,600 22,500 723,100 Net cash used in operating activities (663,830 ) 48,926 (614,904 ) INVESTING ACTIVITIES Purchase of intangible assets (5,000 ) – (5,000 ) Disposal of fixed assets – Purchase of fixed assets (9,468 ) 1,668 (7,800 ) Net cash provided by (used in) investing activities (14,468 ) 1,668 (12,800 ) FINANCING ACTIVITIES Due to related party (37,059 ) (54,732 ) (91,791 ) Proceeds from sales of stock 40,000 0 40,000 Shareholder contributions 24,061 Proceeds from convertible notes payable 705,177 (17,977 ) 687,200 Proceeds from notes payable -related party – 46,176 46,176 Proceeds from notes payable -3rd party – 25,343 25,343 Proceeds from line of credit 5,498 11,343 16,841 Repayments to line of credit – (11,343 ) (11,343 ) (Repayments to) convertible notes payable (43,341 ) (25,343 ) (68,684 ) (Repayments to) notes payable (10,000 ) 0 (10,000 ) Net cash provided by financing activities 684,336 (50,594 ) 633,742 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,038 – 6,038 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 62,948 – 62,948 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 68,986 $ – $ 68,986 SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Income tax – Interest $ – $ 30,866 $ 30,866 NON-CASH INVESTING AND FINANCING ACTIVITIES: Common stock issued for settlement of accrued expense $ 1,415,600 $ – $ 1,415,600 Common stock issued upon conversion of notes payable $ 143,863 $ – $ 143,863 Common stock issued for settlement of note payable - related party – $ 451,891 $ 451,891 Conversion of preferred stock into common stock $ 9,171 $ (7,427 ) $ 1,744 Common stock cancellation related to accrued liability – $ 2,500 $ 2,500 Series H Preferred Stock issued for prior year acquisition $ 728,907 $ – $ 728,907 Series B preferred shares issued for debt settlement – $ 60,000 $ 60,000 Debt discount from issuance of warrant – $ 219,210 $ 219,210 Derivative Resolution upon conversion – $ 405,443 $ 405,443 Reclassification to derivative liabilities from additional paid in capital $ 1,033,004 $ 939,995 $ 1,972,999 Debt discount from derivative liabilities – $ 535,878 $ 535,878 Cash carried over from acquisition – $ – $ – |
1. Summary of Significant Acc_4
1. Summary of Significant Accounting Policies (Details - Property useful lives) (September 2019) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Equipment, furniture and fixtures [Member] | ||
Property and equipment useful lives | 5-7 years | 5-7 years |
Leasehold Improvements [Member] | ||
Property and equipment useful lives | 10 years or lease term, if shorter | 10 years or lease term, if shorter |
1. Summary of Significant Acc_5
1. Summary of Significant Accounting Policies (Details - Fair value) - Fair Value, Measurements, Recurring [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair value of derivative liability | $ 7,351,185 | $ 1,870,625 | $ 2,236,656 |
Fair Value Inputs Level 1 [Member] | |||
Fair value of derivative liability | 0 | 0 | 0 |
Fair Value Inputs Level 2 [Member] | |||
Fair value of derivative liability | 0 | 0 | 0 |
Fair Value Inputs Level 3 [Member] | |||
Fair value of derivative liability | $ 7,351,185 | $ 1,870,625 | $ 2,236,656 |
1. Summary of Significant Acc_6
1. Summary of Significant Accounting Policies (Details - Earnings per share) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||||||||||
Net loss | $ (2,990,459) | $ (1,270,801) | $ (4,871,846) | $ (5,015,460) | $ (603,869) | $ (92,720) | $ (9,133,106) | $ (5,712,049) | $ (6,265,251) | $ (3,651,995) |
Denominator: | ||||||||||
Weighted-average shares outstanding | 275,203,293 | 115,404 | 144,871,780 | 72,839 | 602,038 | 28,937 | ||||
Basic (loss) per share | $ (0.08) | $ (0.01) | $ (10.41) | $ (126.20) |
1. Summary of Significant Acc_7
1. Summary of Significant Accounting Policies (Details - Antidilutive shares) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive shares | 801,650,794 | 3,489,104 | 250,310 |
Principal and Interest conversion [Member] | |||
Antidilutive shares | 613,794,780 | 3,133,104 | 41,660 |
Warrants [Member] | |||
Antidilutive shares | 8,749,287 | 5,833 | 0 |
Preferred Stock Conversion [Member] | |||
Antidilutive shares | 179,106,727 | 350,167 | 209,650 |
1. Summary of Significant Acc_8
1. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2016 | |
Accounts receivable | $ 226,039 | $ 64,343 | $ 63,061 | ||||||
Allowance | 36,079 | 30,876 | |||||||
Depreciation and amortization | 53,549 | $ 59,730 | 79,299 | 227,959 | |||||
Goodwill impaired | 0 | 1,459,725 | 0 | 932,529 | |||||
Uncertain tax positions | 0 | 0 | |||||||
Shareholders' deficit | (9,007,487) | $ (5,340,742) | $ (4,846,226) | $ (3,430,321) | $ (8,205,750) | $ (9,022,580) | $ (3,746,721) | $ (3,312,890) | $ (1,599,297) |
Right of use - assets | 430,640 | ||||||||
Operating lease liabilities | $ 430,640 | ||||||||
Equipment, furniture and fixtures [Member] | |||||||||
Property useful lives | 5-7 years | 5-7 years | |||||||
Leasehold Improvements [Member] | |||||||||
Property useful lives | 10 years or lease term, if shorter | 10 years or lease term, if shorter |
3. Acquisitions (Details - Acqu
3. Acquisitions (Details - Acquisitions JM Enterprise Key Tax Group) (September 2019) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash | $ 144,971 | $ 158,676 | $ 68,986 |
Other assets | 30,494 | 7,790 | 1,820 |
Property and equipments | 279,854 | 328,295 | 491,474 |
Goodwill | 3,749,963 | 2,092,048 | 0 |
Liabilities | (14,468,530) | $ (8,179,168) | $ (4,749,382) |
Key Tax Fair Value [Member] | |||
Cash | 9,484 | ||
Accounts receivable | 90,766 | ||
Other assets | 250,000 | ||
Property and equipments | 6,044 | ||
Goodwill | 1,407,915 | ||
Liabilities | (464,209) | ||
Total | $ 1,300,000 |
2. Acquisitions (Details - Acqu
2. Acquisitions (Details - Acquisitions Platinum Tax Defenders) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | Dec. 31, 2017 |
Goodwill | $ 3,749,963 | $ 2,092,048 | $ 0 | |
Platinum Tax Defenders [Member] | ||||
Cash | $ 138,906 | |||
Accounts receivable | 105,669 | |||
Other assets | 60,041 | |||
Property and equipment | 6,010 | |||
Goodwill | 2,092,048 | |||
Liabilities | (272,674) | |||
Total | $ 2,130,000 |
2. Acquisitions (Details - Ac_2
2. Acquisitions (Details - Acquisitions Red Rock Travel Group) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | Dec. 31, 2017 |
Goodwill | $ 3,749,963 | $ 2,092,048 | $ 0 | |
Red Rock Travel Group [Member] | ||||
Cash | $ 22,515 | |||
Intangible assets | 300,000 | |||
Property and equipment | 55,286 | |||
Goodwill | 1,459,725 | |||
Liabilities | (1,662,526) | |||
Total | $ 175,000 |
2. Acquisitions (Details - Prof
2. Acquisitions (Details - Proforma Information) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
REVENUE | $ 1,393,687 | $ 4,393,687 |
NET INCOME (LOSS) FOR THE PERIOD | $ (7,211,221) | $ (7,211,221) |
3. Acquisitions (Details Narrat
3. Acquisitions (Details Narrative) (September 2019) - JM Enterprise 1 Key Tax Group [Member] | 9 Months Ended |
Sep. 30, 2019USD ($)shares | |
Common Stock [Member] | |
Shares issued convertible debt, shares | 500,000 |
Shares issued convertible debt, value | $ | $ 30,912 |
Preferred G1 Stock [Member] | |
Allocated shares for investors | 10,000,000 |
Preferred G Class of Stock [Member] | |
Shares issued for acqusition, shares | 18,571,428 |
Shares issued for acquisition, value | $ | $ 1,300,000 |
3. Accrued Expenses (Details)
3. Accrued Expenses (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | |||
Accrued salaries - related party | $ 1,132,909 | $ 747,000 | $ 470,000 |
Lease payable - related party | 0 | 25,250 | |
Accrued expenses - other | 859,763 | 563,074 | 245,446 |
Accrued expenses | $ 1,992,672 | $ 1,310,074 | $ 740,696 |
4. Plant and Equipment, Net (De
4. Plant and Equipment, Net (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | |||
Furniture, fixture and equipment | $ 560,380 | $ 715,466 | $ 904,375 |
Leasehold improvements | 136,069 | 161,166 | 672,159 |
Plant and equipment, gross | 696,449 | 876,632 | 1,576,534 |
Less: accumulated depreciation | (416,595) | (495,331) | (1,085,060) |
Plant and equipment, net | $ 279,854 | $ 328,295 | $ 491,474 |
4. Plant and Equipment, Net (_2
4. Plant and Equipment, Net (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 53,549 | $ 59,730 | $ 80,165 | $ 227,959 |
Gain on disposal of fixed assets | (874) | (38,584) | ||
Disposed of fixed assets | 104,886 | 101,434 | ||
Accelerated depreciation expense | $ 101,434 | |||
Plant and Equipment, net | $ 333,356 | $ 381,301 |
5. Land (Details Narrative)
5. Land (Details Narrative) - USD ($) | 6 Months Ended | |||
Jul. 11, 2014 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Land | $ 603,000 | $ 603,000 | $ 603,000 | |
Edge View Properties [Member] | ||||
Stock issued for acquisition, shares | 241,199 |
6. Line of Credit (Details Narr
6. Line of Credit (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||||
Interest rate | 11.49% | 11.49% | ||
Line of credit | $ 0 | $ 1,999 | $ 15,498 | |
Line of Credit Authorized | 20,000 | 20,000 | ||
Line of credit cash payment | 1,999 | $ 9,343 | 13,499 | 11,343 |
Line of credit cash advanced | $ 0 | $ 0 | $ 16,841 |
7. Related Party Transactions (
7. Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Due from / to related party | $ 25,000 | $ (91,791) | |
Due to officer/shareholder | $ 175,266 | 137,816 | 77,640 |
Gain (Loss) on extinguishment of debt | 0 | (45,933) | |
Stock based compensation | 200,000 | 72,462 | |
Accrued expense | 245,446 | ||
Stock issued for services, value | 277,271 | $ 277,271 | |
Related Party [Member] | |||
Stock issued for services, shares issued | 906,907 | ||
Stock issued for services, value | $ 72,462 | ||
Prior Owner of Repicci's Group [Member] | Series I Preferred Stock [Member] | |||
Due to related party | $ 10,000 | ||
Shares subscribed | 90,909 | ||
Proceeds from shares subscribed | $ 10,000 | ||
Repicci's Franchise Group [Member] | |||
Due to related party | 0 | $ 40,550 | |
Stock issued to settle debts, shares | 173,585 | ||
Stock issued to settle debts, amount | $ 41,660 | ||
Gain (Loss) on extinguishment of debt | (6,943) | ||
Refreshment Concept LLC [Member] | |||
Lease payable - related party | 0 | $ 25,250 | |
Stock issued to settle debts, shares | 2,010,490 | ||
Stock issued to settle debts, amount | $ 482,518 | ||
Gain (Loss) on extinguishment of debt | (80,420) | ||
Thompson [Member] | |||
Due to officer/shareholder | 137,816 | 77,640 | |
Accrued salaries | 477,500 | 317,500 | 117,500 |
Officer salary | 300,000 | $ 300,000 | |
Stock issued for forgiveness of accrued salaries, Shares | 10,000,000 | ||
Stock issued for forgiveness of accrued salaries, Amount | $ 800,000 | ||
Former Chief Operating Officer [Member] | |||
Accrued salaries | 80,000 | ||
Stock issued for forgiveness of accrued salaries, Shares | 1,000,000 | ||
Stock issued for forgiveness of accrued salaries, Amount | $ 80,000 | ||
Chief Operating Officer [Member] | |||
Accrued salaries | 192,000 | 107,000 | 70,000 |
Accrued expense | 135,600 | 135,600 | |
Chief Executive Officer [Member] | |||
Accrued salaries | $ 467,500 | 322,500 | 122,500 |
Officer salary | $ 300,000 | $ 300,000 | |
Stock issued for forgiveness of accrued salaries, Shares | 5,000,000 | ||
Stock issued for forgiveness of accrued salaries, Amount | $ 400,000 | ||
Stock issued for services, shares issued | 3,000,000 |
8. Notes and Loans Payable (Det
8. Notes and Loans Payable (Details - Notes Payable) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | |||
Loans Payable Unrelated Party | $ 665,488 | $ 215,979 | |
Notes Payable - Unrelated Party | $ 1,050,777 | 676,477 | 0 |
Notes payable - related party | 296,916 | 214,495 | 144,189 |
Total | $ 1,347,693 | 941,719 | 360,168 |
Current portion | (941,719) | (360,168) | |
Long-term portion | $ 0 | $ 0 |
8. Related Party Transactions (
8. Related Party Transactions (Details Narrative) (September 2019) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Due from / to related party | $ 25,000 | $ (91,791) | |
Due to officer/shareholder | $ 175,266 | 137,816 | 77,640 |
Stock compensation | 200,000 | 72,462 | |
Thompson [Member] | |||
Due to officer/shareholder | 137,816 | 77,640 | |
Accrued salaries | $ 477,500 | 317,500 | 117,500 |
Stock issued, shares issued | 125,000,000 | ||
Chief Operating Officer [Member] | |||
Accrued salaries | $ 192,000 | 107,000 | 70,000 |
Chief Executive Officer [Member] | |||
Accrued salaries | $ 467,500 | $ 322,500 | $ 122,500 |
Stock issued, shares issued | 125,000,000 |
8. Notes And Loans Payable (D_2
8. Notes And Loans Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | |
Lease payable | $ 140,317 | $ 64,898 | $ 40,521 |
Loans Payable Unrelated Party | 215,979 | 665,488 | |
Notes Payable - Unrelated Party | 25,343 | ||
Notes Payable - Related Party | 46,176 | 296,916 | 174,955 |
Repayment of note payable | 68,684 | ||
Auto Loan [Member] | |||
Notes Payable - Unrelated Party | 64,673 | 11,783 | |
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 4 [Member] | |||
Notes Payable - Related Party | $ 0 | $ 410,000 | |
Debt stated interest rate | 10.00% | ||
Note payable [Member] | Red Rock [Member] | |||
Notes Payable - Related Party | 50,747 | ||
Note payable [Member] | Platinum Tax Defenders [Member] | |||
Notes Payable - Related Party | 165,242 | ||
Shareholder [Member] | |||
Notes Payable - Unrelated Party | $ 10,989 | $ 10,949 | $ 10,989 |
9. Notes Payable (Details - Not
9. Notes Payable (Details - Notes Payable) (September 2019) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | |||
Notes Payable - Unrelated Party | $ 1,050,777 | $ 676,477 | $ 0 |
Notes payable - related party | 296,916 | 214,495 | 144,189 |
Total | 1,347,693 | 941,719 | $ 360,168 |
Less Discontinued operations Notes Payable - Unrelated Party | (453,147) | 0 | |
Current portion | $ 894,546 | $ 941,719 |
9. Convertible Notes Payable (D
9. Convertible Notes Payable (Details - Convertible notes) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible notes | $ 1,255,913 | $ 1,990,775 | $ 781,381 |
Current Portion | 881,741 | 950,775 | 781,381 |
Long-Term Portion | 374,172 | 1,040,000 | 0 |
Unrelated Party [Member] | |||
Convertible notes | 1,991,607 | 2,191,800 | 861,875 |
Discount on notes | $ (735,694) | (201,024) | (245,494) |
Related Party [Member] | |||
Convertible notes | $ 165,000 | $ 165,000 |
9. Convertible Notes Payable _2
9. Convertible Notes Payable (Details - Convertible debt assumptions) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Minimum [Member] | |||
Volatility | 441.14% | 182.91% | 111.09% |
Risk-free interest rate | 1.73% | 2.13% | 0.51% |
Expected term | 2 months 5 days | 15 days | 7 days |
Maximum [Member] | |||
Volatility | 884.42% | 636.13% | 220.65% |
Risk-free interest rate | 2.14% | 2.72% | 176.00% |
Expected term | 1 year 8 months 2 days | 5 years 1 month 20 days | 1 year |
Convertible Debt [Member] | Minimum [Member] | |||
Volatility | 111.09% | ||
Risk-free interest rate | 0.51% | ||
Expected term | 7 days | ||
Convertible Debt [Member] | Maximum [Member] | |||
Volatility | 220.65% | ||
Risk-free interest rate | 1.76% | ||
Expected term | 1 year |
9. Convertible Notes Payable _3
9. Convertible Notes Payable (Details- Convertible debt instruments) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Principal Balance | $ 648,866 | $ 648,866 | $ 785,788 | $ 616,381 | |
Add Principal | $ 193,500 | $ 890,605 | 1,652,603 | 687,200 | |
Principal Conversions | $ (748,571) | ||||
Shares issued upon conversion | 424,005,644 | 824,162,204 | |||
Convertible Note 3 [Member] | |||||
Debt issuance date | Sep. 7, 2011 | ||||
Debt Maturity date | Sep. 7, 2016 | ||||
Debt Rate | 8.00% | ||||
Principal Balance | $ 50,000 | 50,000 | |||
Add Principal | 0 | ||||
Principal Conversions | $ 0 | ||||
Shares issued upon conversion | 0 | ||||
Total Interest expense | $ 4,056 | ||||
Accrued Interest | $ 24,056 | ||||
Conversion price | Non-convertible | ||||
Convertible Note 3-1 [Member] | |||||
Debt issuance date | Aug. 28, 2019 | Nov. 17, 2011 | |||
Debt Maturity date | Aug. 28, 2020 | Nov. 17, 2016 | |||
Debt Rate | 8.00% | 8.00% | |||
Principal Balance | $ 120,000 | $ 120,000 | $ 50,000 | 50,000 | |
Add Principal | 120,000 | 0 | |||
Principal Conversions | $ 0 | ||||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 868 | $ 4,056 | |||
Accrued Interest | 868 | $ 868 | $ 24,056 | ||
Conversion price | 60% of the lowest trading price for 12 days | Non-convertible | |||
Convertible Note 4 [Member] | |||||
Debt issuance date | Apr. 17, 2014 | ||||
Debt Maturity date | Jun. 17, 2014 | ||||
Debt Rate | 8.00% | ||||
Principal Balance | $ 0 | 0 | |||
Add Principal | 0 | ||||
Principal Conversions | $ 0 | ||||
Shares issued upon conversion | 0 | ||||
Total Interest expense | $ 0 | ||||
Accrued Interest | $ 0 | ||||
Conversion price | $.005 per share | ||||
Convertible Note 5 [Member] | |||||
Debt issuance date | Mar. 12, 2009 | ||||
Debt Maturity date | Mar. 12, 2014 | ||||
Debt Rate | 0.00% | ||||
Principal Balance | $ 10,989 | 10,989 | |||
Add Principal | 0 | ||||
Principal Conversions | $ 0 | ||||
Shares issued upon conversion | 0 | ||||
Total Interest expense | $ 0 | ||||
Accrued Interest | $ 0 | ||||
Conversion price | Non-convertible | ||||
Convertible Note 6 [Member] | |||||
Debt issuance date | Jul. 29, 2015 | ||||
Debt Maturity date | Nov. 26, 2015 | ||||
Debt Rate | 8.00% | ||||
Principal Balance | $ 0 | 0 | |||
Add Principal | 0 | ||||
Principal Conversions | $ 0 | ||||
Shares issued upon conversion | 0 | ||||
Total Interest expense | $ 0 | ||||
Accrued Interest | $ 0 | ||||
Conversion price | 50% of market, subject to change to $.01 | ||||
Convertible Note 1 [Member] | |||||
Debt issuance date | Aug. 21, 2008 | Aug. 21, 2008 | |||
Debt Maturity date | Aug. 21, 2009 | Aug. 21, 2009 | |||
Debt Rate | 12.00% | 12.00% | |||
Principal Balance | 150,000 | $ 150,000 | $ 150,000 | 150,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | 0 | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 13,650 | $ 18,250 | |||
Accrued Interest | 200,258 | $ 200,258 | $ 108,250 | ||
Conversion price | Short Term | Short Term | |||
Convertible Note 2 [Member] | |||||
Debt issuance date | Mar. 11, 2009 | Mar. 11, 2009 | |||
Debt Maturity date | Apr. 29, 2014 | Apr. 29, 2014 | |||
Debt Rate | 12.00% | 12.00% | |||
Principal Balance | 15,000 | $ 15,000 | $ 15,000 | 15,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | 0 | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 1,365 | $ 1,825 | |||
Accrued Interest | 19,030 | $ 19,030 | $ 10,825 | ||
Conversion price | Short Term | Short Term | |||
Convertible Note 7 [Member] | |||||
Debt issuance date | Feb. 9, 2016 | Feb. 9, 2016 | |||
Debt Maturity date | Feb. 9, 2017 | Feb. 9, 2017 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 8,485 | $ 8,485 | $ 8,485 | 11,500 | |
Add Principal | 0 | 1,500 | |||
Principal Conversions | 0 | $ (4,515) | |||
Shares issued upon conversion | 1,200,000 | ||||
Total Interest expense | 1,287 | $ 1,871 | |||
Accrued Interest | 7,069 | $ 7,069 | $ 715 | ||
Conversion price | $.03 per share or 50% of market | $.03 per share or 50% of market | |||
Convertible Note 7-1 [Member] | |||||
Debt issuance date | Oct. 28, 2016 | Oct. 28, 2016 | |||
Debt Maturity date | Oct. 28, 2017 | Oct. 28, 2017 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 25,000 | $ 25,000 | $ 25,000 | 25,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | 0 | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 3,792 | $ 6,319 | |||
Accrued Interest | 14,668 | $ 14,668 | $ 5,321 | ||
Conversion price | $.03 per share or 50% of market | $.03 per share or 50% of market | |||
Convertible Note 8 [Member] | |||||
Debt issuance date | Mar. 8, 2016 | Mar. 8, 2016 | |||
Debt Maturity date | Mar. 8, 2017 | Mar. 8, 2017 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 1,500 | $ 1,500 | $ 1,500 | 10,000 | |
Add Principal | 0 | 1,500 | |||
Principal Conversions | 0 | $ (10,000) | |||
Shares issued upon conversion | 495,411 | ||||
Total Interest expense | 227 | $ 304 | |||
Accrued Interest | 2,915 | $ 2,915 | $ 9,564 | ||
Conversion price | $.03 per share or 50% of market | $.03 per share or 50% of market | |||
Convertible Note 9 [Member] | |||||
Debt issuance date | Sep. 12, 2016 | Sep. 12, 2016 | |||
Debt Maturity date | Sep. 12, 2017 | Sep. 12, 2017 | |||
Debt Rate | 20.00% | 10.00% | |||
Principal Balance | 80,000 | $ 80,000 | $ 80,000 | 80,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | 0 | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 12,133 | $ 16,222 | |||
Accrued Interest | 48,955 | $ 48,955 | $ 31,876 | ||
Conversion price | $.03 per share or 50% of market | $.03 per share or 50% of market | |||
Convertible Note 10 [Member] | |||||
Debt issuance date | Jan. 24, 2017 | Jan. 24, 2017 | |||
Debt Maturity date | Jan. 24, 2018 | Jan. 24, 2018 | |||
Debt Rate | 20.00% | 10.00% | |||
Principal Balance | 55,000 | $ 55,000 | $ 55,000 | 55,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | 0 | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 8,342 | $ 12,528 | |||
Accrued Interest | 29,618 | $ 29,618 | $ 17,738 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 11 [Member] | |||||
Debt issuance date | Jan. 27, 2017 | Jan. 27, 2017 | |||
Debt Maturity date | Jan. 27, 2018 | Jan. 27, 2018 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 0 | $ 0 | $ 2,698 | 50,000 | |
Add Principal | 1,500 | 11,500 | |||
Principal Conversions | $ (4,198) | $ (58,802) | |||
Shares issued upon conversion | 1,250,000 | 44,810,143 | |||
Total Interest expense | $ 135 | $ 8,080 | |||
Accrued Interest | 1,060 | $ 1,060 | $ 0 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 11-1 [Member] | |||||
Debt issuance date | Feb. 21, 2017 | Feb. 21, 2017 | |||
Debt Maturity date | Feb. 21, 2018 | Feb. 21, 2018 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 0 | $ 0 | $ 25,000 | 25,000 | |
Add Principal | 6,856 | 0 | |||
Principal Conversions | $ (31,856) | $ 0 | |||
Shares issued upon conversion | 48,749,769 | 0 | |||
Total Interest expense | $ 1,641 | $ 6,398 | |||
Accrued Interest | 8,425 | $ 8,425 | $ 1,029 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 11-2 [Member] | |||||
Debt issuance date | Mar. 16, 2017 | Mar. 16, 2017 | |||
Debt Maturity date | Mar. 16, 2018 | Mar. 16, 2018 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 32,463 | $ 32,463 | $ 40,000 | 40,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | (7,537) | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 5,681 | $ 10,238 | |||
Accrued Interest | 20,038 | $ 20,038 | $ 5,949 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 12 [Member] | |||||
Debt issuance date | Apr. 6, 2017 | Apr. 6, 2017 | |||
Debt Maturity date | Apr. 6, 2018 | Apr. 6, 2018 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 0 | $ 0 | $ 31,997 | 43,497 | |
Add Principal | 0 | 7,500 | |||
Principal Conversions | $ (31,997) | $ (19,000) | |||
Shares issued upon conversion | 1,695,400 | 19,286,260 | |||
Total Interest expense | $ 1,600 | $ 10,574 | |||
Accrued Interest | 11,805 | $ 11,805 | $ 6,771 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 13-1 [Member] | |||||
Debt issuance date | Apr. 21, 2017 | Apr. 21, 2017 | |||
Debt Maturity date | Apr. 21, 2018 | Apr. 21, 2018 | |||
Debt Rate | 18.00% | 5.00% | |||
Principal Balance | 42,629 | $ 42,629 | $ 172,000 | 287,500 | |
Add Principal | 0 | ||||
Principal Conversions | $ (129,371) | $ (115,500) | |||
Shares issued upon conversion | 3,969,066 | 15,191,152 | |||
Total Interest expense | $ 6,833 | $ 9,863 | |||
Accrued Interest | 23,847 | $ 23,847 | $ 12,106 | ||
Conversion price | $.30 per share or 60% of the lowest trading price for 10 days | $.30 per share or 60% of the lowest trading price for 10 days | |||
Convertible Note 14 [Member] | |||||
Debt issuance date | Oct. 6, 2017 | ||||
Debt Maturity date | Jul. 6, 2018 | ||||
Debt Rate | 12.00% | ||||
Principal Balance | $ 0 | 82,500 | |||
Add Principal | 5,113 | ||||
Principal Conversions | $ (87,613) | ||||
Shares issued upon conversion | 66,879,492 | ||||
Total Interest expense | $ 6,288 | ||||
Accrued Interest | $ 0 | ||||
Conversion price | 40% of the lowest trading price for 10 days | ||||
Convertible Note 15 [Member] | |||||
Debt issuance date | Nov. 2, 2017 | ||||
Debt Maturity date | Nov. 2, 2018 | ||||
Debt Rate | 8.00% | ||||
Principal Balance | $ 0 | 54,600 | |||
Add Principal | 0 | ||||
Principal Conversions | $ (54,600) | ||||
Shares issued upon conversion | 47,973,252 | ||||
Total Interest expense | $ 2,960 | ||||
Accrued Interest | $ 0 | ||||
Conversion price | 60% of the lowest trading price for 10 days | ||||
Convertible Note 16 [Member] | |||||
Debt issuance date | Nov. 27, 2017 | Nov. 27, 2017 | |||
Debt Maturity date | Nov. 27, 2018 | Nov. 27, 2018 | |||
Debt Rate | 12.00% | 12.00% | |||
Principal Balance | 0 | $ 0 | $ 0 | 53,800 | |
Add Principal | 115,917 | ||||
Principal Conversions | $ (122,992) | ||||
Shares issued upon conversion | 26,630 | 176,451,571 | |||
Total Interest expense | $ 0 | $ 105,035 | |||
Accrued Interest | $ 0 | ||||
Conversion price | 60% of the lowest trading or bid (whichever is lower) price for 20 days | 60% of the lowest trading or bid (whichever is lower) price for 20 days | |||
Convertible Note 17 [Member] | |||||
Debt issuance date | Dec. 14, 2017 | ||||
Debt Maturity date | Dec. 14, 2018 | ||||
Debt Rate | 8.00% | ||||
Principal Balance | $ 0 | 43,478 | |||
Add Principal | 0 | ||||
Principal Conversions | $ (43,478) | ||||
Shares issued upon conversion | 8,248,054 | ||||
Total Interest expense | $ 1,979 | ||||
Accrued Interest | $ 0 | ||||
Conversion price | 60% of the lowest trading price for 10 days | ||||
Convertible Note 18 [Member] | |||||
Debt issuance date | Jan. 19, 2018 | Jan. 19, 2018 | |||
Debt Maturity date | Jan. 19, 2019 | Jan. 19, 2109 | |||
Debt Rate | 24.00% | 12.00% | |||
Principal Balance | 0 | $ 0 | $ 83,500 | 0 | |
Add Principal | 83,500 | ||||
Principal Conversions | $ (35,428) | $ 0 | |||
Shares issued upon conversion | 358,333 | 0 | |||
Total Interest expense | $ 4,359 | $ 10,159 | |||
Accrued Interest | 0 | $ 0 | $ 10,159 | ||
Conversion price | 60% of the lowest trading price for 20 days | 60% of the lowest trading price for 20 days | |||
Convertible Note 19 [Member] | |||||
Debt issuance date | Feb. 21, 2018 | ||||
Debt Maturity date | Feb. 21, 2019 | ||||
Debt Rate | 8.00% | ||||
Principal Balance | $ 0 | 0 | |||
Add Principal | 78,750 | ||||
Principal Conversions | $ (78,750) | ||||
Shares issued upon conversion | 54,957,108 | ||||
Total Interest expense | $ 3,639 | ||||
Accrued Interest | $ 0 | ||||
Conversion price | 60% of the lowest trading price for 15 days | ||||
Convertible Note 20 [Member] | |||||
Debt issuance date | Mar. 29, 2018 | Mar. 29, 2018 | |||
Debt Maturity date | Mar. 29, 2019 | Mar. 29, 2019 | |||
Debt Rate | 24.00% | 8.00% | |||
Principal Balance | 0 | $ 0 | $ 25,100 | 0 | |
Add Principal | 100,000 | ||||
Principal Conversions | $ (25,100) | $ (74,900) | |||
Shares issued upon conversion | 112,844 | 145,598,889 | |||
Total Interest expense | $ 0 | $ 6,580 | |||
Accrued Interest | $ 2,673 | ||||
Conversion price | 60% of the lowest trading price for 15 days | 60% of the lowest trading price for 15 days | |||
Convertible Note 21 [Member] | |||||
Debt issuance date | Apr. 9, 2018 | Apr. 9, 2018 | |||
Debt Maturity date | Apr. 9, 2019 | Apr. 9, 2019 | |||
Debt Rate | 10.00% | 10.00% | |||
Principal Balance | 0 | $ 0 | $ 130,206 | 0 | |
Add Principal | 147,000 | ||||
Principal Conversions | $ (2,515) | $ (16,794) | |||
Shares issued upon conversion | 72,901 | 60,041,407 | |||
Total Interest expense | $ 10,939 | $ 10,336 | |||
Accrued Interest | 0 | $ 0 | $ 1,959 | ||
Conversion price | 40% discount on the lowest trading price for previous 25 days | 40% discount on the lowest trading price for previous 25 days | |||
Convertible Note 22 [Member] | |||||
Debt issuance date | Jul. 10, 2018 | Jul. 10, 2018 | |||
Debt Maturity date | Jan. 10, 2021 | Jan. 10, 2021 | |||
Debt Rate | 12.00% | 12.00% | |||
Principal Balance | 800,000 | $ 800,000 | $ 1,000,000 | 0 | |
Add Principal | 1,040,000 | ||||
Principal Conversions | $ 0 | $ (40,000) | |||
Shares issued upon conversion | 114,013,576 | 0 | |||
Total Interest expense | $ 80,633 | $ 63,787 | |||
Accrued Interest | 4,337 | $ 4,337 | $ 6,396 | ||
Conversion price | $0.04/ share or 40% of the lowest bid price for prior 21 days | $0.04/ share or 40% of the lowest bid price for prior 21 days | |||
Convertible Note 23 [Member] | |||||
Debt issuance date | Jul. 19, 2018 | Jul. 19, 2018 | |||
Debt Maturity date | Dec. 31, 2018 | Dec. 31, 2018 | |||
Debt Rate | 8.00% | 8.00% | |||
Principal Balance | 0 | $ 0 | $ 0 | 0 | |
Add Principal | 43,478 | ||||
Principal Conversions | $ (43,478) | ||||
Shares issued upon conversion | 14,373,526 | ||||
Total Interest expense | 0 | $ 80 | |||
Accrued Interest | $ 0 | ||||
Conversion price | 60% of the lowest trading price for 10 days | 60% of the lowest trading price for 10 days | |||
Convertible Note 24 [Member] | |||||
Debt issuance date | Jul. 19, 2018 | Jul. 19, 2018 | |||
Debt Maturity date | Dec. 31, 2018 | Dec. 31, 2018 | |||
Debt Rate | 8.00% | 8.00% | |||
Principal Balance | 0 | $ 0 | $ 0 | 0 | |
Add Principal | 43,478 | ||||
Principal Conversions | $ (43,478) | ||||
Shares issued upon conversion | 67,478,054 | ||||
Total Interest expense | 0 | $ 972 | |||
Accrued Interest | $ 0 | ||||
Conversion price | 60% of the lowest trading price for 10 days | 60% of the lowest trading price for 10 days | |||
Convertible Note 25 [Member] | |||||
Debt issuance date | Aug. 13, 2018 | Aug. 13, 2018 | |||
Debt Maturity date | Feb. 13, 2019 | Feb. 13, 2019 | |||
Debt Rate | 12.00% | 12.00% | |||
Principal Balance | 78,314 | $ 78,314 | $ 78,314 | 0 | |
Add Principal | 126,560 | ||||
Principal Conversions | $ (48,246) | ||||
Shares issued upon conversion | 101,177,885 | ||||
Total Interest expense | 9,515 | $ 6,068 | |||
Accrued Interest | 12,218 | $ 12,218 | $ 1,724 | ||
Conversion price | $0.004/ share or 60% of the lowest trading price for prior 21 days | $0.004/ share or 60% of the lowest trading price for prior 21 days | |||
Convertible Note 26 [Member] | |||||
Debt issuance date | Aug. 10, 2017 | Aug. 10, 2017 | |||
Debt Maturity date | Jan. 27, 2018 | Jan. 27, 2018 | |||
Debt Rate | 15.00% | 15.00% | |||
Principal Balance | 20,000 | $ 20,000 | $ 20,000 | 0 | |
Add Principal | 0 | ||||
Principal Conversions | $ 0 | ||||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 2,783 | $ 1,533 | |||
Accrued Interest | 4,871 | $ 4,871 | $ 1,533 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 27-1-4 [Member] | |||||
Debt issuance date | Dec. 10, 2018 | Dec. 10, 2018 | |||
Debt Maturity date | Dec. 10, 2019 | Dec. 10, 2019 | |||
Debt Rate | 8.00% | 8.00% | |||
Principal Balance | 0 | $ 0 | $ 108,000 | 0 | |
Add Principal | 108,000 | ||||
Principal Conversions | $ (53,711) | $ 0 | |||
Shares issued upon conversion | 141,439,120 | 0 | |||
Total Interest expense | $ 4,344 | $ 504 | |||
Accrued Interest | 1,517 | $ 1,517 | $ 504 | ||
Conversion price | 60% of the lowest trading price for 10 days | 60% of the lowest trading price for 10 days | |||
Convertible Note 28 [Member] | |||||
Debt issuance date | Dec. 5, 2018 | Dec. 5, 2018 | |||
Debt Maturity date | Dec. 5, 2019 | Dec. 5, 2019 | |||
Debt Rate | 8.00% | 8.00% | |||
Principal Balance | 43,100 | $ 43,100 | $ 100,000 | $ 0 | |
Add Principal | 100,000 | ||||
Principal Conversions | $ (56,900) | $ 0 | |||
Shares issued upon conversion | 125,027,981 | 0 | |||
Total Interest expense | $ 4,544 | $ 467 | |||
Accrued Interest | $ 1,977 | $ 1,977 | $ 467 | ||
Conversion price | 55% of the lowest trading price for 15 days | 55% of the lowest trading price for 15 days |
9. Notes Payable (Details Narra
9. Notes Payable (Details Narrative) (September 2019) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Proceeds from note payable | $ 410,000 | $ 0 | $ 0 | $ 25,343 |
Repayment of note payable | 0 | 0 | 10,000 | |
Lease payable | 64,898 | 40,521 | 140,317 | |
Notes Payable - Unrelated Party | 25,343 | |||
Notes Payable - Related Party | 296,916 | 174,955 | 46,176 | |
Due to related party | 296,916 | 215,989 | ||
Red Rock Travel [Member] | Note Payable Assumed [Member] | ||||
Notes Payable - Unrelated Party | 453,147 | |||
Shareholder [Member] | ||||
Notes Payable - Unrelated Party | 10,949 | 10,989 | 10,989 | |
Auto Loan [Member] | ||||
Notes Payable - Unrelated Party | 11,783 | 64,673 | ||
Note 3 [Member] | ||||
Notes Payable - Related Party | $ 50,000 | 50,000 | ||
Debt maturity date | Sep. 7, 2016 | |||
Debt stated interest rate | 8.00% | |||
Note 3-1 [Member] | ||||
Notes Payable - Related Party | $ 50,000 | 50,000 | ||
Debt maturity date | Nov. 17, 2016 | |||
Debt stated interest rate | 8.00% | |||
Note 4 [Member] | ||||
Notes Payable - Related Party | $ 410,000 | $ 0 | ||
Debt stated interest rate | 10.00% | |||
Red Rock [Member] | Note payable [Member] | ||||
Notes Payable - Related Party | $ 50,747 |
9. Convertible Notes Payable _4
9. Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Proceeds from convertible notes payable | $ 400,116 | $ 1,702,603 | $ 687,200 | |||
Repayment of convertible notes payable | 0 | 0 | (10,000) | |||
Amortization of debt discount | 509,586 | $ 765,901 | $ 201,440 | 573,605 | ||
Stock issued for conversion of debt, shares issued | 424,005,644 | 824,162,204 | ||||
Stock issued for conversion of debt, amount converted | $ 748,571 | |||||
Stock issued for conversion of debt, interest converted | 251,733 | |||||
Notes payable - related party | $ 296,916 | 296,916 | 214,495 | 144,189 | ||
Derivative liabilities | $ 7,351,185 | $ 7,351,185 | $ 1,870,625 | 2,236,656 | ||
Debenture 1 [Member] | ||||||
Interest expense | 18,000 | $ 18,000 | ||||
Notes payable - related party | 150,000 | 150,000 | ||||
Debenture 2 [Member] | ||||||
Interest expense | 1,800 | 1,800 | ||||
Notes payable - related party | $ 15,000 | $ 15,000 |
10. Convertible Notes Payable (
10. Convertible Notes Payable (Details- Convertible debt instruments) (September 2019) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Principal Balance | $ 648,866 | $ 648,866 | $ 785,788 | $ 616,381 | |
Add Principal | $ 193,500 | $ 890,605 | 1,652,603 | 687,200 | |
Principal Conversions | $ (748,571) | ||||
Shares issued upon conversion | 424,005,644 | 824,162,204 | |||
Convertible Note 1 [Member] | |||||
Debt issuance date | Aug. 21, 2008 | Aug. 21, 2008 | |||
Debt Maturity date | Aug. 21, 2009 | Aug. 21, 2009 | |||
Debt Rate | 12.00% | 12.00% | |||
Principal Balance | $ 150,000 | $ 150,000 | $ 150,000 | 150,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | 0 | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 13,650 | $ 18,250 | |||
Accrued Interest | 200,258 | $ 200,258 | $ 108,250 | ||
Conversion price | Short Term | Short Term | |||
Convertible Note 2 [Member] | |||||
Debt issuance date | Mar. 11, 2009 | Mar. 11, 2009 | |||
Debt Maturity date | Apr. 29, 2014 | Apr. 29, 2014 | |||
Debt Rate | 12.00% | 12.00% | |||
Principal Balance | 15,000 | $ 15,000 | $ 15,000 | 15,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | 0 | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 1,365 | $ 1,825 | |||
Accrued Interest | 19,030 | $ 19,030 | $ 10,825 | ||
Conversion price | Short Term | Short Term | |||
Convertible Note 7 [Member] | |||||
Debt issuance date | Feb. 9, 2016 | Feb. 9, 2016 | |||
Debt Maturity date | Feb. 9, 2017 | Feb. 9, 2017 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 8,485 | $ 8,485 | $ 8,485 | 11,500 | |
Add Principal | 0 | 1,500 | |||
Principal Conversions | 0 | $ (4,515) | |||
Shares issued upon conversion | 1,200,000 | ||||
Total Interest expense | 1,287 | $ 1,871 | |||
Accrued Interest | 7,069 | $ 7,069 | $ 715 | ||
Conversion price | $.03 per share or 50% of market | $.03 per share or 50% of market | |||
Convertible Note 7-1 [Member] | |||||
Debt issuance date | Oct. 28, 2016 | Oct. 28, 2016 | |||
Debt Maturity date | Oct. 28, 2017 | Oct. 28, 2017 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 25,000 | $ 25,000 | $ 25,000 | 25,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | 0 | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 3,792 | $ 6,319 | |||
Accrued Interest | 14,668 | $ 14,668 | $ 5,321 | ||
Conversion price | $.03 per share or 50% of market | $.03 per share or 50% of market | |||
Convertible Note 8 [Member] | |||||
Debt issuance date | Mar. 8, 2016 | Mar. 8, 2016 | |||
Debt Maturity date | Mar. 8, 2017 | Mar. 8, 2017 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 1,500 | $ 1,500 | $ 1,500 | 10,000 | |
Add Principal | 0 | 1,500 | |||
Principal Conversions | 0 | $ (10,000) | |||
Shares issued upon conversion | 495,411 | ||||
Total Interest expense | 227 | $ 304 | |||
Accrued Interest | 2,915 | $ 2,915 | $ 9,564 | ||
Conversion price | $.03 per share or 50% of market | $.03 per share or 50% of market | |||
Convertible Note 9 [Member] | |||||
Debt issuance date | Sep. 12, 2016 | Sep. 12, 2016 | |||
Debt Maturity date | Sep. 12, 2017 | Sep. 12, 2017 | |||
Debt Rate | 20.00% | 10.00% | |||
Principal Balance | 80,000 | $ 80,000 | $ 80,000 | 80,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | 0 | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 12,133 | $ 16,222 | |||
Accrued Interest | 48,955 | $ 48,955 | $ 31,876 | ||
Conversion price | $.03 per share or 50% of market | $.03 per share or 50% of market | |||
Convertible Note 10 [Member] | |||||
Debt issuance date | Jan. 24, 2017 | Jan. 24, 2017 | |||
Debt Maturity date | Jan. 24, 2018 | Jan. 24, 2018 | |||
Debt Rate | 20.00% | 10.00% | |||
Principal Balance | 55,000 | $ 55,000 | $ 55,000 | 55,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | 0 | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 8,342 | $ 12,528 | |||
Accrued Interest | 29,618 | $ 29,618 | $ 17,738 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 11 [Member] | |||||
Debt issuance date | Jan. 27, 2017 | Jan. 27, 2017 | |||
Debt Maturity date | Jan. 27, 2018 | Jan. 27, 2018 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 0 | $ 0 | $ 2,698 | 50,000 | |
Add Principal | 1,500 | 11,500 | |||
Principal Conversions | (4,198) | $ (58,802) | |||
Interest Converted | $ (9,225) | ||||
Shares issued upon conversion | 1,250,000 | 44,810,143 | |||
Total Interest expense | $ 135 | $ 8,080 | |||
Accrued Interest | 1,060 | $ 1,060 | $ 0 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 11-1 [Member] | |||||
Debt issuance date | Feb. 21, 2017 | Feb. 21, 2017 | |||
Debt Maturity date | Feb. 21, 2018 | Feb. 21, 2018 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 0 | $ 0 | $ 25,000 | 25,000 | |
Add Principal | 6,856 | 0 | |||
Principal Conversions | (31,856) | $ 0 | |||
Interest Converted | $ (2,504) | ||||
Shares issued upon conversion | 48,749,769 | 0 | |||
Total Interest expense | $ 1,641 | $ 6,398 | |||
Accrued Interest | 8,425 | $ 8,425 | $ 1,029 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 11-2 [Member] | |||||
Debt issuance date | Mar. 16, 2017 | Mar. 16, 2017 | |||
Debt Maturity date | Mar. 16, 2018 | Mar. 16, 2018 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 32,463 | $ 32,463 | $ 40,000 | 40,000 | |
Add Principal | 0 | 0 | |||
Principal Conversions | (7,537) | $ 0 | |||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 5,681 | $ 10,238 | |||
Accrued Interest | 20,038 | $ 20,038 | $ 5,949 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 12 [Member] | |||||
Debt issuance date | Apr. 6, 2017 | Apr. 6, 2017 | |||
Debt Maturity date | Apr. 6, 2018 | Apr. 6, 2018 | |||
Debt Rate | 20.00% | 15.00% | |||
Principal Balance | 0 | $ 0 | $ 31,997 | 43,497 | |
Add Principal | 0 | 7,500 | |||
Principal Conversions | (31,997) | $ (19,000) | |||
Interest Converted | $ (2,908) | ||||
Shares issued upon conversion | 1,695,400 | 19,286,260 | |||
Total Interest expense | $ 1,600 | $ 10,574 | |||
Accrued Interest | 11,805 | $ 11,805 | $ 6,771 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 13-1 [Member] | |||||
Debt issuance date | Apr. 21, 2017 | Apr. 21, 2017 | |||
Debt Maturity date | Apr. 21, 2018 | Apr. 21, 2018 | |||
Debt Rate | 18.00% | 5.00% | |||
Principal Balance | 42,629 | $ 42,629 | $ 172,000 | 287,500 | |
Add Principal | 0 | ||||
Principal Conversions | (129,371) | $ (115,500) | |||
Interest Converted | $ (3,861) | ||||
Shares issued upon conversion | 3,969,066 | 15,191,152 | |||
Total Interest expense | $ 6,833 | $ 9,863 | |||
Accrued Interest | 23,847 | $ 23,847 | $ 12,106 | ||
Conversion price | $.30 per share or 60% of the lowest trading price for 10 days | $.30 per share or 60% of the lowest trading price for 10 days | |||
Convertible Note 16 [Member] | |||||
Debt issuance date | Nov. 27, 2017 | Nov. 27, 2017 | |||
Debt Maturity date | Nov. 27, 2018 | Nov. 27, 2018 | |||
Debt Rate | 12.00% | 12.00% | |||
Principal Balance | 0 | $ 0 | $ 0 | 53,800 | |
Add Principal | 115,917 | ||||
Principal Conversions | $ (122,992) | ||||
Interest Converted | $ (119) | ||||
Shares issued upon conversion | 26,630 | 176,451,571 | |||
Total Interest expense | $ 0 | $ 105,035 | |||
Accrued Interest | $ 0 | ||||
Conversion price | 60% of the lowest trading or bid (whichever is lower) price for 20 days | 60% of the lowest trading or bid (whichever is lower) price for 20 days | |||
Convertible Note 18 [Member] | |||||
Debt issuance date | Jan. 19, 2018 | Jan. 19, 2018 | |||
Debt Maturity date | Jan. 19, 2019 | Jan. 19, 2109 | |||
Debt Rate | 24.00% | 12.00% | |||
Principal Balance | 0 | $ 0 | $ 83,500 | 0 | |
Add Principal | 83,500 | ||||
Principal Conversions | (35,428) | $ 0 | |||
Interest Converted | $ 0 | ||||
Shares issued upon conversion | 358,333 | 0 | |||
Principal Paid with Cash | $ (48,072) | ||||
Interest paid in Cash | (13,857) | ||||
Total Interest expense | 4,359 | $ 10,159 | |||
Accrued Interest | 0 | $ 0 | $ 10,159 | ||
Conversion price | 60% of the lowest trading price for 20 days | 60% of the lowest trading price for 20 days | |||
Convertible Note 20 [Member] | |||||
Debt issuance date | Mar. 29, 2018 | Mar. 29, 2018 | |||
Debt Maturity date | Mar. 29, 2019 | Mar. 29, 2019 | |||
Debt Rate | 24.00% | 8.00% | |||
Principal Balance | 0 | $ 0 | $ 25,100 | 0 | |
Add Principal | 100,000 | ||||
Principal Conversions | (25,100) | $ (74,900) | |||
Interest Converted | $ 0 | ||||
Shares issued upon conversion | 112,844 | 145,598,889 | |||
Total Interest expense | $ 0 | $ 6,580 | |||
Accrued Interest | $ 2,673 | ||||
Conversion price | 60% of the lowest trading price for 15 days | 60% of the lowest trading price for 15 days | |||
Convertible Note 21 [Member] | |||||
Debt issuance date | Apr. 9, 2018 | Apr. 9, 2018 | |||
Debt Maturity date | Apr. 9, 2019 | Apr. 9, 2019 | |||
Debt Rate | 10.00% | 10.00% | |||
Principal Balance | 0 | $ 0 | $ 130,206 | 0 | |
Add Principal | 147,000 | ||||
Principal Conversions | (2,515) | $ (16,794) | |||
Interest Converted | $ 0 | ||||
Shares issued upon conversion | 72,901 | 60,041,407 | |||
Principal Paid with Cash | $ (127,691) | ||||
Interest paid in Cash | (22,326) | ||||
Total Interest expense | 10,939 | $ 10,336 | |||
Accrued Interest | 0 | $ 0 | $ 1,959 | ||
Conversion price | 40% discount on the lowest trading price for previous 25 days | 40% discount on the lowest trading price for previous 25 days | |||
Convertible Note 22 [Member] | |||||
Debt issuance date | Jul. 10, 2018 | Jul. 10, 2018 | |||
Debt Maturity date | Jan. 10, 2021 | Jan. 10, 2021 | |||
Debt Rate | 12.00% | 12.00% | |||
Principal Balance | 800,000 | $ 800,000 | $ 1,000,000 | 0 | |
Add Principal | 1,040,000 | ||||
Principal Conversions | 0 | $ (40,000) | |||
Interest Converted | $ 0 | ||||
Shares issued upon conversion | 114,013,576 | 0 | |||
Principal Paid with Cash | $ (200,000) | ||||
Interest paid in Cash | (83,232) | ||||
Total Interest expense | 80,633 | $ 63,787 | |||
Accrued Interest | 4,337 | $ 4,337 | $ 6,396 | ||
Conversion price | $0.04/ share or 40% of the lowest bid price for prior 21 days | $0.04/ share or 40% of the lowest bid price for prior 21 days | |||
Convertible Note 22.1 [Member] | |||||
Debt issuance date | Feb. 21, 2019 | ||||
Debt Maturity date | Jan. 10, 2021 | ||||
Debt Rate | 12.00% | ||||
Principal Balance | 56,616 | $ 56,616 | $ 0 | ||
Add Principal | 56,616 | ||||
Interest Converted | 0 | ||||
Total Interest expense | 5,152 | ||||
Accrued Interest | 5,152 | $ 5,152 | |||
Convertible Note 23 [Member] | |||||
Debt issuance date | Jul. 19, 2018 | Jul. 19, 2018 | |||
Debt Maturity date | Dec. 31, 2018 | Dec. 31, 2018 | |||
Debt Rate | 8.00% | 8.00% | |||
Principal Balance | 0 | $ 0 | $ 0 | 0 | |
Add Principal | 43,478 | ||||
Principal Conversions | $ (43,478) | ||||
Interest Converted | (1,653) | ||||
Shares issued upon conversion | 14,373,526 | ||||
Total Interest expense | 0 | $ 80 | |||
Accrued Interest | $ 0 | ||||
Conversion price | 60% of the lowest trading price for 10 days | 60% of the lowest trading price for 10 days | |||
Convertible Note 24 [Member] | |||||
Debt issuance date | Jul. 19, 2018 | Jul. 19, 2018 | |||
Debt Maturity date | Dec. 31, 2018 | Dec. 31, 2018 | |||
Debt Rate | 8.00% | 8.00% | |||
Principal Balance | 0 | $ 0 | $ 0 | 0 | |
Add Principal | 43,478 | ||||
Principal Conversions | $ (43,478) | ||||
Interest Converted | 0 | ||||
Shares issued upon conversion | 67,478,054 | ||||
Total Interest expense | 0 | $ 972 | |||
Accrued Interest | $ 0 | ||||
Conversion price | 60% of the lowest trading price for 10 days | 60% of the lowest trading price for 10 days | |||
Convertible Note 25 [Member] | |||||
Debt issuance date | Aug. 13, 2018 | Aug. 13, 2018 | |||
Debt Maturity date | Feb. 13, 2019 | Feb. 13, 2019 | |||
Debt Rate | 12.00% | 12.00% | |||
Principal Balance | 78,314 | $ 78,314 | $ 78,314 | 0 | |
Add Principal | 126,560 | ||||
Principal Conversions | $ (48,246) | ||||
Interest Converted | (3,367) | ||||
Shares issued upon conversion | 101,177,885 | ||||
Total Interest expense | 9,515 | $ 6,068 | |||
Accrued Interest | 12,218 | $ 12,218 | $ 1,724 | ||
Conversion price | $0.004/ share or 60% of the lowest trading price for prior 21 days | $0.004/ share or 60% of the lowest trading price for prior 21 days | |||
Convertible Note 26 [Member] | |||||
Debt issuance date | Aug. 10, 2017 | Aug. 10, 2017 | |||
Debt Maturity date | Jan. 27, 2018 | Jan. 27, 2018 | |||
Debt Rate | 15.00% | 15.00% | |||
Principal Balance | 20,000 | $ 20,000 | $ 20,000 | 0 | |
Add Principal | 0 | ||||
Principal Conversions | $ 0 | ||||
Interest Converted | 0 | ||||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 2,783 | $ 1,533 | |||
Accrued Interest | 4,871 | $ 4,871 | $ 1,533 | ||
Conversion price | $.25 per share or 50% of market | $.25 per share or 50% of market | |||
Convertible Note 27-1-4 [Member] | |||||
Debt issuance date | Dec. 10, 2018 | Dec. 10, 2018 | |||
Debt Maturity date | Dec. 10, 2019 | Dec. 10, 2019 | |||
Debt Rate | 8.00% | 8.00% | |||
Principal Balance | 0 | $ 0 | $ 108,000 | 0 | |
Add Principal | 108,000 | ||||
Principal Conversions | (53,711) | $ 0 | |||
Interest Converted | $ (3,076) | ||||
Shares issued upon conversion | 141,439,120 | 0 | |||
Total Interest expense | $ 4,344 | $ 504 | |||
Accrued Interest | 1,517 | $ 1,517 | $ 504 | ||
Conversion price | 60% of the lowest trading price for 10 days | 60% of the lowest trading price for 10 days | |||
Convertible Note 28 [Member] | |||||
Debt issuance date | Dec. 5, 2018 | Dec. 5, 2018 | |||
Debt Maturity date | Dec. 5, 2019 | Dec. 5, 2019 | |||
Debt Rate | 8.00% | 8.00% | |||
Principal Balance | 43,100 | $ 43,100 | $ 100,000 | 0 | |
Add Principal | 100,000 | ||||
Principal Conversions | (56,900) | $ 0 | |||
Interest Converted | $ (2,852) | ||||
Shares issued upon conversion | 125,027,981 | 0 | |||
Principal Paid with Cash | $ 0 | ||||
Interest paid in Cash | 0 | ||||
Total Interest expense | 4,544 | $ 467 | |||
Accrued Interest | 1,977 | $ 1,977 | $ 467 | ||
Conversion price | 55% of the lowest trading price for 15 days | 55% of the lowest trading price for 15 days | |||
Convertible Note 29 [Member] | |||||
Debt issuance date | May 10, 2019 | ||||
Debt Maturity date | May 10, 2020 | ||||
Debt Rate | 8.00% | ||||
Principal Balance | 150,000 | $ 150,000 | $ 0 | ||
Add Principal | 150,000 | ||||
Principal Conversions | 0 | ||||
Interest Converted | $ 0 | ||||
Shares issued upon conversion | 0 | ||||
Principal Paid with Cash | $ 0 | ||||
Interest paid in Cash | 0 | ||||
Total Interest expense | 6,100 | ||||
Accrued Interest | 6,100 | $ 6,100 | |||
Conversion price | 55% of the lowest trading price for 15 days | ||||
Convertible Note 30[Member] | |||||
Debt issuance date | Jul. 26, 2019 | ||||
Debt Maturity date | Jul. 26, 2020 | ||||
Debt Rate | 6.00% | ||||
Principal Balance | 73,500 | $ 73,500 | $ 0 | ||
Add Principal | 73,500 | ||||
Principal Conversions | 0 | ||||
Interest Converted | $ 0 | ||||
Shares issued upon conversion | 0 | ||||
Principal Paid with Cash | $ 0 | ||||
Interest paid in Cash | 0 | ||||
Total Interest expense | 797 | ||||
Accrued Interest | 797 | $ 797 | |||
Conversion price | 62% of the lowest trading price for 15 days | ||||
Convertible Note 31 [Member] | |||||
Debt issuance date | Aug. 28, 2019 | Nov. 17, 2011 | |||
Debt Maturity date | Aug. 28, 2020 | Nov. 17, 2016 | |||
Debt Rate | 8.00% | 8.00% | |||
Principal Balance | 120,000 | $ 120,000 | $ 50,000 | $ 50,000 | |
Add Principal | 120,000 | 0 | |||
Principal Conversions | $ 0 | ||||
Shares issued upon conversion | 0 | ||||
Total Interest expense | 868 | $ 4,056 | |||
Accrued Interest | 868 | $ 868 | $ 24,056 | ||
Conversion price | 60% of the lowest trading price for 12 days | Non-convertible | |||
Convertible Note RR 1[Member] | |||||
Debt issuance date | May 22, 2018 | ||||
Debt Maturity date | May 22, 2019 | ||||
Debt Rate | 20.00% | ||||
Principal Balance | 40,000 | $ 40,000 | $ 40,000 | ||
Total Interest expense | 6,067 | ||||
Accrued Interest | 10,222 | $ 10,222 | |||
Conversion price | 75% of the lowest closing ask price for the three prior trading days | ||||
Convertible Note RR 3.0 and 3.1 [Member] | |||||
Debt issuance date | Aug. 9, 2018 | ||||
Debt Maturity date | Aug. 9, 2019 | ||||
Debt Rate | 30.00% | ||||
Principal Balance | 100,000 | $ 100,000 | 100,000 | ||
Total Interest expense | 22,750 | ||||
Accrued Interest | 34,750 | $ 34,750 | |||
Conversion price | 70% of the lowest closing ask price for the three prior trading days | ||||
Convertible Note RR 4 [Member] | |||||
Debt issuance date | Sep. 13, 2018 | ||||
Debt Maturity date | Sep. 13, 2019 | ||||
Debt Rate | 30.00% | ||||
Principal Balance | 50,000 | $ 50,000 | 50,000 | ||
Total Interest expense | 11,375 | ||||
Accrued Interest | 15,917 | $ 15,917 | |||
Conversion price | 70% of the lowest closing ask price for the three prior trading days | ||||
Convertible Note RR 5 [Member] | |||||
Debt issuance date | Sep. 13, 2018 | ||||
Debt Maturity date | Sep. 13, 2019 | ||||
Debt Rate | 30.00% | ||||
Principal Balance | 50,000 | $ 50,000 | $ 50,000 | ||
Total Interest expense | 11,375 | ||||
Accrued Interest | $ 15,917 | $ 15,917 | |||
Conversion price | 70% of the lowest closing ask price for the three prior trading days |
10. Convertible Notes Payable_2
10. Convertible Notes Payable (Details - Convertible notes) (September 2019) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible notes | $ 1,255,913 | $ 1,990,775 | $ 781,381 |
Current Portion | 881,741 | 950,775 | 781,381 |
Long-Term Portion | 374,172 | 1,040,000 | 0 |
Unrelated Party [Member] | |||
Convertible notes | 1,991,607 | 2,191,800 | 861,875 |
Discount on notes | $ (735,694) | (201,024) | (245,494) |
Related Party [Member] | |||
Convertible notes | $ 165,000 | $ 165,000 |
10. Fair Value Measurement (Det
10. Fair Value Measurement (Details - Changes in fair value) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |||
Derivative liability, beginning balance | $ 1,870,625 | $ 2,236,656 | $ 0 |
Day 1 Loss | 25,245,171 | 987,021 | 1,287,744 |
Derivatives used | 1,566,616 | ||
Derivatives settled | (2,721,605) | ||
Discount from derivatives | 775,790 | 535,878 | |
Warrants reclassified to derivative liabilities | 96,753 | ||
Tainting of Convertible notes | 1,972,999 | ||
Resolution of derivative liability upon conversion | (1,770,997) | (405,443) | |
(Gain) on Change in Fair Value | (1,251,275) | ||
Mark to market adjustment | (18,609,622) | (357,845) | |
Derivative liability, ending balance | $ 7,351,185 | $ 1,870,625 | $ 2,236,656 |
10. Fair Value Measurement (D_2
10. Fair Value Measurement (Details - Assumptions) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Minimum [Member] | |||
Volatility | 441.14% | 182.91% | 111.09% |
Risk-free interest rate | 1.73% | 2.13% | 0.51% |
Expected term | 2 months 5 days | 15 days | 7 days |
Maximum [Member] | |||
Volatility | 884.42% | 636.13% | 220.65% |
Risk-free interest rate | 2.14% | 2.72% | 176.00% |
Expected term | 1 year 8 months 2 days | 5 years 1 month 20 days | 1 year |
11. Fair Value Measurement (Det
11. Fair Value Measurement (Details Narrative) (September 2019) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
Derivative Liability | $ 15,243 | ||
Net loss adjustment for period | $ (6,635,549) | $ (1,317,018) | |
Level 3 [Member] | |||
Derivative Liability | $ 7,351,185 |
11. Payroll Taxes (Details Narr
11. Payroll Taxes (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Compensation Related Costs [Abstract] | ||
Accrued payroll taxes | $ 9,865 | $ 2,047 |
12. Capital Stock (Details Narr
12. Capital Stock (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jul. 11, 2014 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock issued for services, value | $ 277,271 | $ 277,271 | ||||||
Gain (Loss) on extinguishment of debt | 0 | (45,933) | ||||||
Goodwill | $ 3,749,963 | $ 0 | $ 3,749,963 | 2,092,048 | 0 | |||
Proceeds from issuance of stock | $ 0 | 40,000 | ||||||
Stock issued for conversion of debt, shares issued | 424,005,644 | 824,162,204 | ||||||
Stock issued for conversion of debt, amount converted | $ 748,571 | |||||||
Stock issued for conversion of debt, interest converted | 251,733 | |||||||
Accrued expenses | 245,446 | 245,446 | ||||||
Stock issued new, value | $ 10,000 | |||||||
Consulting Fees [Member] | ||||||||
Stock issued for services, shares | 60,000 | |||||||
Stock issued for services, value | $ 15,000 | |||||||
Gain (Loss) on extinguishment of debt | $ 3,210 | |||||||
Related Party [Member] | ||||||||
Stock issued for services, shares | 906,907 | |||||||
Stock issued for services, value | $ 72,462 | |||||||
Refreshment Concept LLC [Member] | ||||||||
Gain (Loss) on extinguishment of debt | (80,420) | |||||||
Repicci's Franchise Group [Member] | ||||||||
Gain (Loss) on extinguishment of debt | (6,943) | |||||||
Chief Operating Officer [Member] | ||||||||
Accrued expenses | $ 135,600 | $ 135,600 | 135,600 | |||||
Third-party consultant [Member] | ||||||||
Stock issued, shares issued | 3,886,930 | |||||||
Stock issued new, value | $ 86,751 | |||||||
Cancellation of common stock | 1,000,000 | |||||||
Former officer [Member] | ||||||||
Stock issued for settlement of liabilities, Shares | 3,428,571 | |||||||
Stock issued for settlement of liabilities, Value | $ 240,000 | |||||||
Related Party [Member] | ||||||||
Stock issued for compensation, shares | 906,907 | |||||||
Stock issued for compensation, value | $ 90,691 | |||||||
Legal Services [Member] | ||||||||
Stock issued for compensation, shares | 100,000 | |||||||
Stock issued for compensation, value | $ 11,450 | |||||||
Edge View Properties [Member] | ||||||||
Stock issued for acquisition, shares issued | 241,199 | |||||||
FDR Enterprises [Member] | ||||||||
Goodwill | 932,529 | $ 932,529 | ||||||
Note Holder 2[Member] | ||||||||
Stock issued for conversion of debt, shares issued | 200,000 | |||||||
Stock issued for conversion of debt, amount converted | $ 6,000 | |||||||
Note Holder [Member] | ||||||||
Stock issued for conversion of debt, shares issued | 777,400 | |||||||
Stock issued for conversion of debt, amount converted | $ 1,785 | |||||||
One Investor [Member] | ||||||||
Stock issued, shares issued | 100,000 | |||||||
Proceeds from issuance of preferred stock | $ 10,000 | |||||||
One consultant [Member] | ||||||||
Stock issued for services, shares | 800,000 | |||||||
Stock issued for services, value | $ 101,825 | |||||||
Accrued expenses | $ 43,075 | 43,075 | ||||||
Prior Owner of Refreshment Concepts [Member] | ||||||||
Gain (Loss) on extinguishment of debt | $ 80,420 | |||||||
Stock issued for conversion of debt, shares issued | 2,010,490 | |||||||
Stock issued for conversion of debt, amount converted | $ 402,098 | |||||||
Prior Owner of Repicci's Group [Member] | ||||||||
Gain (Loss) on extinguishment of debt | $ (6,943) | |||||||
Stock issued for conversion of debt, shares issued | 173,585 | |||||||
Stock issued for conversion of debt, amount converted | $ 34,717 | |||||||
Series I Preferred Stock [Member] | ||||||||
Preferred stock converted, shares converted | 564,538 | 203,655 | ||||||
Preferred stock converted, common shares issued | 626,220 | 305,483 | ||||||
Preferred shares, authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||
Preferred shares, issued | 195,000,000 | 203,655 | 195,000,000 | 0 | 203,655 | |||
Preferred stock, outstanding | 195,000,000 | 203,655 | 195,000,000 | 0 | 203,655 | |||
Series I Preferred Stock [Member] | Officer [Member] | ||||||||
Stock issued, shares issued | 250,000,000 | |||||||
Series I Preferred Stock [Member] | Repicci's Group [Member] | ||||||||
Stock issued, shares issued | 83,334 | 29,412 | 90,909 | |||||
Proceeds from issuance of preferred stock | $ 10,000 | $ 10,000 | $ 10,000 | |||||
Series C Preferred Stock [Member] | ||||||||
Preferred stock converted, shares converted | 1 | |||||||
Preferred stock converted, common shares issued | 100,000 | |||||||
Preferred shares, authorized | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||
Preferred shares, issued | 119 | 117 | 119 | 119 | 117 | |||
Preferred stock, outstanding | 119 | 117 | 119 | 119 | 117 | |||
Series C Preferred Stock [Member] | EdgeviewProperties | ||||||||
Stock issued for services, shares | 2 | |||||||
Stock issued for services, value | $ 720 | |||||||
Preferred Stock Series B [Member] | ||||||||
Preferred stock converted, shares converted | 20,999 | 193,904 | 1,406,829 | 33,999 | 6,000 | |||
Preferred stock converted, common shares issued | 104,995 | 969,520 | 7,034,145 | 169,995 | 30,000 | |||
Preferred shares, authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred shares, issued | 2,773,206 | 2,798,205 | 2,773,206 | 2,773,206 | 2,798,205 | |||
Preferred stock, outstanding | 2,773,206 | 2,798,205 | 2,773,206 | 2,773,206 | 2,798,205 | |||
Preferred Stock Series B [Member] | Legal Services [Member] | ||||||||
Stock issued for services, shares | 24,000 | |||||||
Stock issued for services, value | $ 60,000 | |||||||
Gain (Loss) on extinguishment of debt | $ 38,220 | |||||||
Series F-1 Preferred Stock [Member] | ||||||||
Preferred stock converted, shares converted | 41,318 | 42,640 | 31,997 | |||||
Preferred stock converted, common shares issued | 206,600 | 213,200 | 159,985 | |||||
Preferred shares, authorized | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||
Preferred shares, issued | 57,193 | 57,193 | 57,193 | 57,193 | 57,193 | |||
Preferred stock, outstanding | 57,193 | 57,193 | 57,193 | 57,193 | 57,193 | |||
Series H Preferred Stock [Member] | ||||||||
Preferred stock converted, shares converted | 4,859,469 | |||||||
Preferred stock converted, common shares issued | 6,074,223 | |||||||
Stock issued, shares issued | 4,859,379 | |||||||
Preferred shares, authorized | 4,859,379 | 4,859,379 | 4,859,379 | 4,859,379 | 4,859,379 | |||
Preferred shares, issued | 0 | 4,859,379 | 0 | 0 | 4,859,379 | |||
Preferred stock, outstanding | 0 | 4,859,379 | 0 | 0 | 4,859,379 | |||
Series K Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 10,937,500 | 10,937,500 | 10,937,500 | 10,937,500 | 10,937,500 | |||
Preferred shares, issued | 8,200,562 | 0 | 8,200,562 | 8,200,562 | 0 | |||
Preferred stock, outstanding | 8,200,562 | 0 | 8,200,562 | 8,200,562 | 0 | |||
Series K Preferred Stock [Member] | ACF [Member] | ||||||||
Stock issued, shares issued | 9,607,840 | |||||||
Series K Preferred Stock [Member] | Red Rock Travel Group [Member] | ||||||||
Stock issued, shares issued | 8,200,562 | |||||||
Stock issued new, value | $ 175,000 | |||||||
Series F Preferred Stock [Member] | ||||||||
Preferred stock converted, shares converted | 10,000 | |||||||
Preferred stock converted, common shares issued | 50,000 | |||||||
Preferred shares, authorized | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||
Preferred shares, issued | 280,069 | 280,069 | 280,069 | 280,069 | 280,069 | |||
Preferred stock, outstanding | 280,069 | 280,069 | 280,069 | 280,069 | 280,069 | |||
Series A Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 4 | 4 | 4 | 4 | 4 | |||
Preferred shares, issued | 1 | 1 | 1 | 1 | 1 | |||
Preferred stock, outstanding | 1 | 1 | 1 | 1 | 1 | |||
Blank Check Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 100,000,000 | 100,000,000 | ||||||
Preferred stock, outstanding | 91,160,181 | 91,160,181 | ||||||
Blank Check Preferred Stock [Member] | Designations, Rights & Priveleges [Member] | ||||||||
Preferred shares, issued | 46,132,277 | 46,132,277 | ||||||
Series D Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred shares, issued | 400,000 | 400,000 | 400,000 | 400,000 | 400,000 | |||
Preferred stock, outstanding | 400,000 | 400,000 | 400,000 | 400,000 | 400,000 | |||
Series E Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||
Preferred shares, issued | 241,199 | 241,199 | 241,199 | 241,199 | 241,199 | |||
Preferred stock, outstanding | 241,199 | 241,199 | 241,199 | 241,199 | 241,199 | |||
Series K1 Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | |||
Preferred shares, issued | 1,447,157 | 0 | 1,447,157 | 1,447,157 | 0 | |||
Preferred stock, outstanding | 1,447,157 | 0 | 1,447,157 | 1,447,157 | 0 | |||
Stock issued for settlement of note payable, Shares | 1,447,457 | |||||||
Stock issued for settlement of note payable, Value | $ 100,000 | |||||||
Series G Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||
Preferred shares, issued | 18,571,428 | 0 | 18,571,428 | 0 | 0 | |||
Preferred stock, outstanding | 18,571,428 | 0 | 18,571,428 | 0 | 0 | |||
Series J1 Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | |||
Preferred shares, issued | 0 | 0 | 0 | 0 | 0 | |||
Preferred stock, outstanding | 0 | 0 | 0 | 0 | 0 | |||
Series J Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred shares, issued | 0 | 0 | 0 | 0 | 0 | |||
Preferred stock, outstanding | 0 | 0 | 0 | 0 | 0 | |||
Series H-1 Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | |||
Preferred shares, issued | 0 | 0 | 0 | 0 | 0 | |||
Preferred stock, outstanding | 0 | 0 | 0 | 0 | 0 | |||
Series L Preferred Stock [Member] | ||||||||
Preferred shares, authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Preferred shares, issued | 98,307,692 | 98,307,692 | 98,307,692 | |||||
Preferred stock, outstanding | 98,307,692 | 98,307,692 | 98,307,692 | |||||
Series L Preferred Stock [Member] | Platinum Tax Defenders [Member] | ||||||||
Stock issued, shares issued | 98,307,692 | |||||||
Stock issued new, value | $ 1,278,000 |
13. Warrants (Details - Derivat
13. Warrants (Details - Derivative liabilities) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
Initial Valuation | $ 3,795 | $ 96,753 |
Change in Valuation | $ 47,559 | |
Ending Value | $ 15,243 |
13. Warrants (Details - Assumpt
13. Warrants (Details - Assumptions) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Minimum [Member] | |||
Volatility | 441.14% | 182.91% | 111.09% |
Risk-free interest rate | 1.73% | 2.13% | 0.51% |
Expected term | 2 months 5 days | 15 days | 7 days |
Maximum [Member] | |||
Volatility | 884.42% | 636.13% | 220.65% |
Risk-free interest rate | 2.14% | 2.72% | 176.00% |
Expected term | 1 year 8 months 2 days | 5 years 1 month 20 days | 1 year |
Warrants [Member] | Minimum [Member] | |||
Volatility | 213.00% | 213.00% | 274.00% |
Risk-free interest rate | 162.00% | 14.70% | 14.70% |
Expected term | 4 months 9 days | 2 years 1 month 9 days | 2 years 1 month 9 days |
Warrants [Member] | Maximum [Member] | |||
Volatility | 13.26% | 494.00% | 314.00% |
Risk-free interest rate | 26.90% | 26.90% | 19.80% |
Expected term | 6 years 9 months 11 days | 2 years 6 months 10 days | 3 years |
13. Warrants (Details - Warrant
13. Warrants (Details - Warrant outstanding) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Warrants outstanding, beginning balance | 6,614,287 | 6,614,287 |
Warrants granted | 0 | 0 |
Warrants exercised | 0 | 0 |
Warrants expired | 0 | 0 |
Warrants outstanding, ending balance | 6,614,287 | 6,614,287 |
Warrants exercisable | 6,614,287 | 6,414,287 |
Weighted average exercise price - Warrants outstanding, beginning balance | $ 0.21 | $ 0.21 |
Weighted average exercise price - Warrants granted | 0 | |
Weighted average exercise price - Warrants exercised | 0 | |
Weighted average exercise price - Warrants expired | 0 | |
Weighted average exercise price - Warrants outstanding, ending balance | 0.21 | 0.21 |
Weighted average exercise price - Warrants exercisable | $ 0.21 | $ 0.21 |
13. Warrants (Details Narrative
13. Warrants (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant expense | $ 0 | $ 96,753 | |
Warrant [Member] | |||
Warrant expense | $ 11,447 | $ 133,123 | |
Warrant expiration term | 3 years 22 days | 3 years 3 months 22 days | |
Intrinsic value of warrants | $ 0 | $ 0 |
14. Stock Options (Details Narr
14. Stock Options (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Accrued expense | $ | $ 135,600 |
Key Officer [Member] | |
Number of stock option granted | 600,000 |
Description of vesting rights | Vested on a pro rata basis at 25,000 shares per month for twenty-four (24) months. |
Chief Operating Officer [Member] | |
Number of stock option granted | 300,000 |
Description of exercise price | Exercise price of 50% of the current last ten (10) day stock average per share |
Weighted average grant date value | $ / shares | $ 0.226 |
Number of common shares to supersede | 3,000,000 |
13. Commitments and Contingenci
13. Commitments and Contingencies (Details) (September 2019) | Sep. 30, 2019USD ($) |
Maturity of Lease Liability | |
2019 | $ 25,886 |
2020 | 106,096 |
2021 | 108,705 |
2022 | 67,431 |
2023 | 60,124 |
2024 and thereafter | 319,144 |
Total future undiscounted lease payments | 687,386 |
Less: Interest | (287,428) |
Present value of lease liabilities | $ 430,640 |
13. Commitments and Contingen_2
13. Commitments and Contingencies (Details Narrative - Leases) (September 2019) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Right of use asset | $ 430,640 | |||
Operating lease liabilities | 430,640 | |||
Operating lease expense | 153,429 | |||
Rent Expense | 8,224 | $ 71,274 | $ 242,567 | $ 176,062 |
Romeo Pizza [Member] | ||||
Operating leases monthly rent | $ 4,629 | |||
Lease term | 10 years | |||
Commencement of lease deposit | $ 6,000 | |||
Borrowing rate | 15.00% | |||
Key Tax Group [Member] | ||||
Operating leases monthly rent | $ 1,708 | |||
Platinum Tax Defenders [Member] | ||||
Lease term | 3 years 2 months | |||
Commencement of lease deposit | $ 4,000 | |||
Borrowing rate | 15.00% |
15. Commitments and Contingen_3
15. Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Leases | $ 8,224 | $ 71,274 | $ 242,567 | $ 176,062 |
Restaurants [Member] | ||||
Operating Leases | 72,121 | 71,750 | ||
Lot [Member] | ||||
Operating Leases | 73,782 | 35,350 | ||
Office [Member] | ||||
Operating Leases | 96,664 | 68,962 | ||
Equipment Rentals [Member] | ||||
Operating Leases | $ 0 | $ 0 |
15. Commitments and Contingen_4
15. Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Thompson [Member] | |||
Monthly compensation | $ 300,000 | $ 300,000 | |
Thompson [Member] | Employment Agreement [Member] | |||
Monthly compensation | $ 25,000 | 25,000 | |
Chief Executive Officer [Member] | |||
Monthly compensation | 300,000 | $ 300,000 | |
Chief Executive Officer [Member] | Employment Agreement [Member] | |||
Monthly compensation | 25,000 | 25,000 | |
Chief Operating Officer [Member] | Employment Agreement [Member] | |||
Monthly compensation | 10,000 | $ 10,000 | |
Platinum Tax Defenders [Member] | Employment Agreement [Member] | |||
Monthly compensation | $ 20,000 |
16. Income Taxes (Details - Def
16. Income Taxes (Details - Deferred tax) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 3,815,102 | $ 3,815,102 |
Valuation allowance | (3,815,102) | (3,815,102) |
Net deferred tax asset | $ 0 | $ 0 |
16. Income Taxes (Details Narra
16. Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating loss carrforward | $ 15,071,165 | |
Operating loss carrforward expiration date | Dec. 31, 2038 | |
Increase in valuation allowance | $ 811,314 | |
U.S. corporate tax rate | 21.00% | |
Repicci's Franchise Group [Member] | ||
Income tax payable | $ 9,865 | $ 15,865 |
15. Segment Reporting (Details
15. Segment Reporting (Details - September 2019) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 1,540,608 | $ 697,884 | $ 3,602,420 | $ 1,527,326 | $ 2,226,866 | $ 1,625,768 |
Cost of Sales | 580,253 | 591,066 | 1,637,231 | 1,186,988 | 1,471,034 | 1,431,909 |
Income (Loss) before taxes | (2,990,459) | (5,015,460) | (9,133,106) | (5,712,049) | (3,950,892) | (3,651,995) |
Assets | 5,461,043 | 5,461,043 | 3,332,941 | 1,319,061 | ||
We Three, LLC [Member] | ||||||
Revenues | 82,699 | 44,740 | 135,577 | 143,403 | 186,096 | 193,601 |
Cost of Sales | 86,710 | 43,305 | 153,873 | 145,650 | 182,690 | 155,416 |
Income (Loss) before taxes | (5,017) | (23,281) | (25,123) | (29,357) | (1,468) | (4,494) |
Assets | 293,162 | 293,162 | 318,285 | 235,532 | ||
Romeo's NY Pizza [Member] | ||||||
Revenues | 324,440 | 148,540 | 472,237 | 452,555 | 602,866 | 592,445 |
Cost of Sales | 238,363 | 111,814 | 348,386 | 324,661 | 446,880 | 429,779 |
Income (Loss) before taxes | 17,929 | 3,325 | 22,727 | 29,048 | 28,336 | (185,299) |
Assets | 52,590 | 52,590 | 108,908 | 158,551 | ||
Repicci's Franchise Group [Member] | ||||||
Revenues | 145,335 | 151,904 | 177,962 | 578,668 | 538,156 | 835,968 |
Cost of Sales | 136,711 | 154,572 | 176,331 | 435,302 | 503,478 | 846,714 |
Income (Loss) before taxes | (19,253) | (213,683) | (35,380) | (83,816) | (10,395) | (111,302) |
Assets | 64,256 | 64,256 | 169,030 | 293,216 | ||
Platinum Tax Defenders [Member] | ||||||
Revenues | 1,599,601 | 229,124 | 2,226,828 | 229,124 | 899,748 | 0 |
Cost of Sales | 500,676 | 155,475 | 703,809 | 155,475 | 337,986 | 0 |
Income (Loss) before taxes | 107,947 | (249,134) | 137,574 | (249,134) | (168,851) | 0 |
Assets | 94,461 | 94,461 | 60,578 | 0 | ||
Key Tax [Member] | ||||||
Revenues | 589,816 | 0 | 589,816 | 0 | ||
Cost of Sales | 254,832 | 0 | 254,832 | 0 | ||
Income (Loss) before taxes | 290,137 | 0 | 290,137 | 0 | ||
Assets | 167,502 | 167,502 | 0 | |||
Others [Member] | ||||||
Revenues | 0 | 123,576 | 0 | 123,576 | 0 | 3,754 |
Cost of Sales | 0 | 125,900 | 1 | 125,900 | 0 | 0 |
Income (Loss) before taxes | (3,382,202) | $ (4,533,087) | (9,523,041) | $ (5,378,790) | (3,798,514) | (3,350,900) |
Assets | $ 4,789,072 | $ 4,789,072 | $ 2,676,140 | $ 631,762 |
17. Segment Reporting (Details)
17. Segment Reporting (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 1,540,608 | $ 697,884 | $ 3,602,420 | $ 1,527,326 | $ 2,226,866 | $ 1,625,768 |
Cost of Sales | 580,253 | 591,066 | 1,637,231 | 1,186,988 | 1,471,034 | 1,431,909 |
Income (Loss) before taxes | (2,990,459) | (5,015,460) | (9,133,106) | (5,712,049) | (3,950,892) | (3,651,995) |
Assets | 5,461,043 | 5,461,043 | 3,332,941 | 1,319,061 | ||
We Three, LLC [Member] | ||||||
Revenues | 82,699 | 44,740 | 135,577 | 143,403 | 186,096 | 193,601 |
Cost of Sales | 86,710 | 43,305 | 153,873 | 145,650 | 182,690 | 155,416 |
Income (Loss) before taxes | (5,017) | (23,281) | (25,123) | (29,357) | (1,468) | (4,494) |
Assets | 293,162 | 293,162 | 318,285 | 235,532 | ||
Romeo's NY Pizza [Member] | ||||||
Revenues | 324,440 | 148,540 | 472,237 | 452,555 | 602,866 | 592,445 |
Cost of Sales | 238,363 | 111,814 | 348,386 | 324,661 | 446,880 | 429,779 |
Income (Loss) before taxes | 17,929 | 3,325 | 22,727 | 29,048 | 28,336 | (185,299) |
Assets | 52,590 | 52,590 | 108,908 | 158,551 | ||
Repicci's Franchise Group [Member] | ||||||
Revenues | 145,335 | 151,904 | 177,962 | 578,668 | 538,156 | 835,968 |
Cost of Sales | 136,711 | 154,572 | 176,331 | 435,302 | 503,478 | 846,714 |
Income (Loss) before taxes | (19,253) | (213,683) | (35,380) | (83,816) | (10,395) | (111,302) |
Assets | 64,256 | 64,256 | 169,030 | 293,216 | ||
Platinum Tax Defenders [Member] | ||||||
Revenues | 1,599,601 | 229,124 | 2,226,828 | 229,124 | 899,748 | 0 |
Cost of Sales | 500,676 | 155,475 | 703,809 | 155,475 | 337,986 | 0 |
Income (Loss) before taxes | 107,947 | (249,134) | 137,574 | (249,134) | (168,851) | 0 |
Assets | 94,461 | 94,461 | 60,578 | 0 | ||
Red Rock Travel Group [Member] | ||||||
Revenues | 0 | |||||
Cost of Sales | 0 | |||||
Income (Loss) before taxes | 0 | |||||
Assets | 0 | |||||
Others [Member] | ||||||
Revenues | 0 | 123,576 | 0 | 123,576 | 0 | 3,754 |
Cost of Sales | 0 | 125,900 | 1 | 125,900 | 0 | 0 |
Income (Loss) before taxes | (3,382,202) | $ (4,533,087) | (9,523,041) | $ (5,378,790) | (3,798,514) | (3,350,900) |
Assets | $ 4,789,072 | $ 4,789,072 | $ 2,676,140 | $ 631,762 |
18. Restatement (Details - Bala
18. Restatement (Details - Balance Sheet) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | |||||||||
Cash | $ 144,971 | $ 158,676 | $ 68,986 | ||||||
Accounts receivable-net | 226,039 | 64,343 | 63,061 | ||||||
Inventory-net | 3,079 | 3,078 | 46,928 | ||||||
Prepaid and other | 46,393 | 51,111 | 11,631 | ||||||
Total current assets | 420,482 | 277,208 | 190,606 | ||||||
Property and equipment, net of accumulated depreciation of $1,030,232 and $838,736, respectively | 279,854 | 328,295 | 491,474 | ||||||
Land | 603,000 | 603,000 | 603,000 | ||||||
Intangible assets, net | 0 | 15,561 | |||||||
Deposits | 19,600 | 24,600 | 16,600 | ||||||
Due from related party | 1,820 | ||||||||
Total assets | 5,461,043 | 3,332,941 | 1,319,061 | ||||||
Current liabilities | |||||||||
Accounts payable | 206,739 | ||||||||
Accrued expenses | 245,446 | ||||||||
Accrued expenses - related parties | 1,137,000 | 747,000 | 495,250 | ||||||
Interest payable | 513,213 | 366,297 | 312,192 | ||||||
Accrued payroll taxes | 9,865 | 2,047 | |||||||
Due to officers and shareholders | 175,266 | 137,816 | 77,640 | ||||||
Line of credit | 0 | 1,999 | 15,498 | ||||||
Common stock to be issued | 500 | 500 | 500 | ||||||
Series H preferred shares to be issued | 0 | ||||||||
Notes payable, unrelated party | 597,629 | 190,571 | 215,979 | ||||||
Notes payable - related party | 296,916 | 214,495 | 144,189 | ||||||
Convertible notes payable, net of debt discounts of $348,307 and $21,833, respectively | 648,866 | 785,788 | 616,381 | ||||||
Convertible notes payable - related party | 0 | 0 | 165,000 | ||||||
Derivative Liability | 7,351,185 | 1,870,625 | 2,236,656 | ||||||
Income Tax payable | 15,865 | ||||||||
Total current liabilities | 14,094,358 | 7,139,168 | 4,749,382 | ||||||
Total liabilities | 14,468,530 | 8,179,168 | 4,749,382 | ||||||
Shareholders' (deficit) | |||||||||
Preferred Stock Value | 8,849 | ||||||||
Common stock; 500,000,000 shares authorized with $0.001 par value; 64,414,091 and 25,223,578 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 524,347 | 603 | 45 | ||||||
Additional paid-in capital | 54,654,595 | 50,220,067 | 45,674,137 | ||||||
Accumulated deficit | (64,511,706) | (55,378,603) | (49,113,352) | ||||||
Total shareholders' deficiency | (9,007,487) | $ (8,205,750) | $ (9,022,580) | (4,846,226) | $ (5,340,742) | $ (3,746,721) | $ (3,312,890) | (3,430,321) | $ (1,599,297) |
Total liabilities and shareholders' deficiency | $ 5,461,043 | $ 3,332,941 | 1,319,061 | ||||||
Scenario, Previously Reported [Member] | |||||||||
Current assets | |||||||||
Cash | 68,986 | ||||||||
Accounts receivable-net | 63,061 | ||||||||
Inventory-net | 46,928 | ||||||||
Prepaid and other | 11,631 | ||||||||
Total current assets | 190,606 | ||||||||
Property and equipment, net of accumulated depreciation of $1,030,232 and $838,736, respectively | 491,473 | ||||||||
Land | 603,000 | ||||||||
Intangible assets, net | 15,561 | ||||||||
Deposits | 6,660 | ||||||||
Due from related party | 1,820 | ||||||||
Total assets | 1,309,061 | ||||||||
Current liabilities | |||||||||
Accounts payable | 193,239 | ||||||||
Accrued expenses | 291,826 | ||||||||
Accrued expenses - related parties | 472,750 | ||||||||
Interest payable | 312,192 | ||||||||
Accrued payroll taxes | 2,047 | ||||||||
Due to officers and shareholders | 77,640 | ||||||||
Line of credit | 15,498 | ||||||||
Common stock to be issued | 500 | ||||||||
Series H preferred shares to be issued | 0 | ||||||||
Notes payable, unrelated party | 215,979 | ||||||||
Notes payable - related party | 120,128 | ||||||||
Convertible notes payable, net of debt discounts of $348,307 and $21,833, respectively | 598,339 | ||||||||
Convertible notes payable - related party | 165,000 | ||||||||
Derivative Liability | 2,419,337 | ||||||||
Income Tax payable | 15,865 | ||||||||
Total current liabilities | 4,900,340 | ||||||||
Total liabilities | 4,900,340 | ||||||||
Shareholders' (deficit) | |||||||||
Preferred Stock Value | 8,849 | ||||||||
Common stock; 500,000,000 shares authorized with $0.001 par value; 64,414,091 and 25,223,578 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 66,031 | ||||||||
Additional paid-in capital | 46,795,517 | ||||||||
Accumulated deficit | (50,461,676) | ||||||||
Total shareholders' deficiency | (3,591,279) | ||||||||
Total liabilities and shareholders' deficiency | 1,309,061 | ||||||||
Adjustment [Member] | |||||||||
Current assets | |||||||||
Cash | 0 | ||||||||
Accounts receivable-net | 0 | ||||||||
Inventory-net | 0 | ||||||||
Prepaid and other | 0 | ||||||||
Total current assets | 0 | ||||||||
Property and equipment, net of accumulated depreciation of $1,030,232 and $838,736, respectively | 1 | ||||||||
Land | 0 | ||||||||
Intangible assets, net | 0 | ||||||||
Deposits | 10,000 | ||||||||
Due from related party | 0 | ||||||||
Total assets | 10,000 | ||||||||
Current liabilities | |||||||||
Accounts payable | 13,500 | ||||||||
Accrued expenses | (46,380) | ||||||||
Accrued expenses - related parties | 22,500 | ||||||||
Interest payable | 0 | ||||||||
Accrued payroll taxes | 0 | ||||||||
Due to officers and shareholders | 0 | ||||||||
Line of credit | 0 | ||||||||
Common stock to be issued | 0 | ||||||||
Series H preferred shares to be issued | 0 | ||||||||
Notes payable, unrelated party | 0 | ||||||||
Notes payable - related party | 24,061 | ||||||||
Convertible notes payable, net of debt discounts of $348,307 and $21,833, respectively | 18,042 | ||||||||
Convertible notes payable - related party | 0 | ||||||||
Derivative Liability | (182,680) | ||||||||
Income Tax payable | 0 | ||||||||
Total current liabilities | (150,958) | ||||||||
Total liabilities | (150,958) | ||||||||
Shareholders' (deficit) | |||||||||
Preferred Stock Value | 0 | ||||||||
Common stock; 500,000,000 shares authorized with $0.001 par value; 64,414,091 and 25,223,578 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 0 | ||||||||
Additional paid-in capital | (1,187,366) | ||||||||
Accumulated deficit | 1,348,324 | ||||||||
Total shareholders' deficiency | 160,958 | ||||||||
Total liabilities and shareholders' deficiency | $ 10,000 |
18. Restatement (Details - Stat
18. Restatement (Details - Statements of Operations) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUE | ||||||||||
Total revenue | $ 1,540,608 | $ 697,884 | $ 3,602,420 | $ 1,527,326 | $ 2,226,866 | $ 1,625,768 | ||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 1,431,909 | |||||||||
GROSS MARGIN | 960,356 | 106,818 | 1,965,189 | 340,338 | 755,832 | 193,859 | ||||
OPERATING EXPENSES | ||||||||||
Depreciation and amortization expense | 160,171 | |||||||||
Goodwill Impairment | 932,529 | |||||||||
Loss on disposal of assets | 874 | 38,584 | ||||||||
Selling, general and administrative | 817,978 | 1,032,113 | 2,421,624 | 2,008,405 | 2,755,021 | 2,055,115 | ||||
Total operating cost | 816,033 | 1,022,834 | 2,430,997 | 2,024,397 | 2,776,832 | 3,186,399 | ||||
(LOSS) FROM OPERATIONS | 144,322 | (916,016) | (465,808) | (1,684,059) | (2,021,020) | (2,992,540) | ||||
OTHER INCOME (EXPENSE) | ||||||||||
Other Income | 33,644 | 84 | 136,460 | 1,664 | 1,743 | 108,234 | ||||
(Loss) Gain from extinguishment of debt | 0 | (45,933) | ||||||||
Change in value of derivative liability | (2,340,167) | (1,898,704) | (6,635,549) | (1,317,018) | (629,176) | (36,469) | ||||
Interest expense | (49,352) | (72,355) | (220,179) | (164,277) | (328,970) | (111,682) | ||||
Amortization of debt discounts | (302,846) | (330,941) | (825,206) | (765,901) | (950,736) | (573,605) | ||||
Loss on disposal of assets | 0 | (14,196) | 0 | 874 | 874 | 0 | ||||
Loss on Impairment of Goodwill | 0 | |||||||||
Total other income (expenses) | (2,795,122) | (4,099,444) | (8,226,891) | (4,027,990) | (1,929,872) | (659,455) | ||||
Net loss | (2,990,459) | $ (1,270,801) | $ (4,871,846) | (5,015,460) | $ (603,869) | $ (92,720) | $ (9,133,106) | $ (5,712,049) | $ (6,265,251) | $ (3,651,995) |
(LOSS) PER COMMON SHARE - BASIC AND DILUTED | $ (0.08) | $ (0.01) | $ (10.41) | $ (126.20) | ||||||
Rental Business [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 39,199 | 44,740 | $ 135,577 | $ 143,403 | $ 186,096 | $ 193,601 | ||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 155,416 | |||||||||
Pizza Restaurants [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 592,445 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 429,779 | |||||||||
Ice Cream Stores [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 474,546 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 846,714 | |||||||||
Ice Cream Franchisee Sales [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 131,487 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Franchise Fees [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 2,044 | 0 | 11,422 | 120,000 | 45,316 | 81,435 | ||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Royalty Fees [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | $ 11,198 | $ 7,350 | $ 28,737 | $ 13,650 | 19,500 | 19,500 | ||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Travel Services [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 0 | 0 | ||||||||
Other Business [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 3,754 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Truck and build out [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | $ 0 | 129,000 | ||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Scenario, Previously Reported [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 1,744,655 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 1,356,408 | |||||||||
GROSS MARGIN | 388,247 | |||||||||
OPERATING EXPENSES | ||||||||||
Depreciation and amortization expense | 246,325 | |||||||||
Goodwill Impairment | 932,529 | |||||||||
Loss on disposal of assets | 0 | |||||||||
Selling, general and administrative | 2,051,620 | |||||||||
Total operating cost | 3,230,474 | |||||||||
(LOSS) FROM OPERATIONS | (2,842,227) | |||||||||
OTHER INCOME (EXPENSE) | ||||||||||
Other Income | 0 | |||||||||
(Loss) Gain from extinguishment of debt | (46,009) | |||||||||
Change in value of derivative liability | (1,386,055) | |||||||||
Interest expense | (111,606) | |||||||||
Amortization of debt discounts | (596,775) | |||||||||
Loss on disposal of assets | (17,647) | |||||||||
Loss on Impairment of Goodwill | 0 | |||||||||
Total other income (expenses) | (2,158,092) | |||||||||
Net loss | $ (5,000,319) | |||||||||
(LOSS) PER COMMON SHARE - BASIC AND DILUTED | $ (180) | |||||||||
Scenario, Previously Reported [Member] | Rental Business [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | $ 193,601 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 155,416 | |||||||||
Scenario, Previously Reported [Member] | Pizza Restaurants [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 592,445 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 429,779 | |||||||||
Scenario, Previously Reported [Member] | Ice Cream Stores [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 954,855 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 771,213 | |||||||||
Scenario, Previously Reported [Member] | Ice Cream Franchisee Sales [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 0 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Scenario, Previously Reported [Member] | Franchise Fees [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 0 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Scenario, Previously Reported [Member] | Royalty Fees [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 0 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Scenario, Previously Reported [Member] | Travel Services [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 0 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Scenario, Previously Reported [Member] | Other Business [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 3,754 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Adjustment [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | (118,887) | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 75,501 | |||||||||
GROSS MARGIN | (194,388) | |||||||||
OPERATING EXPENSES | ||||||||||
Depreciation and amortization expense | (86,154) | |||||||||
Goodwill Impairment | 0 | |||||||||
Loss on disposal of assets | 38,584 | |||||||||
Selling, general and administrative | 3,495 | |||||||||
Total operating cost | (44,075) | |||||||||
(LOSS) FROM OPERATIONS | (150,313) | |||||||||
OTHER INCOME (EXPENSE) | ||||||||||
Other Income | 108,234 | |||||||||
(Loss) Gain from extinguishment of debt | 76 | |||||||||
Change in value of derivative liability | 1,349,586 | |||||||||
Interest expense | (76) | |||||||||
Amortization of debt discounts | 23,170 | |||||||||
Loss on disposal of assets | 17,647 | |||||||||
Loss on Impairment of Goodwill | 0 | |||||||||
Total other income (expenses) | 1,498,637 | |||||||||
Net loss | $ 1,348,324 | |||||||||
(LOSS) PER COMMON SHARE - BASIC AND DILUTED | $ 222.51 | |||||||||
Adjustment [Member] | Rental Business [Member] | ||||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | $ 0 | |||||||||
Adjustment [Member] | Pizza Restaurants [Member] | ||||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Adjustment [Member] | Ice Cream Stores [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | (480,309) | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 75,500 | |||||||||
Adjustment [Member] | Ice Cream Franchisee Sales [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 131,487 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Adjustment [Member] | Franchise Fees [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 81,435 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Adjustment [Member] | Royalty Fees [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 19,500 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Adjustment [Member] | Travel Services [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 129,000 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | 0 | |||||||||
Adjustment [Member] | Other Business [Member] | ||||||||||
REVENUE | ||||||||||
Total revenue | 0 | |||||||||
COST OF SALES (Exclusive of depreciation shown separately below) | ||||||||||
Total cost of sales | $ 0 |
18. Restatement (Details - Cash
18. Restatement (Details - Cash flow) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||
Net loss | $ (2,990,459) | $ (1,270,801) | $ (4,871,846) | $ (5,015,460) | $ (603,869) | $ (92,720) | $ (9,133,106) | $ (5,712,049) | $ (6,265,251) | $ (3,651,995) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||||||||
Depreciation | 53,549 | 59,730 | 79,299 | 227,959 | ||||||
Loss from disposal of fixed assets | 874 | 38,584 | ||||||||
(gain) from debt forgiveness | 0 | |||||||||
Loss from impairment of goodwill | 932,529 | |||||||||
(Gain) on settlement of liabilities | (38,220) | |||||||||
Loss on settlement of note payable - related party | 0 | 84,153 | ||||||||
Amortization of loan discount | 509,586 | 765,901 | 201,440 | 573,605 | ||||||
Change in value of derivative liability | 36,469 | |||||||||
Stock based compensation | 0 | 87,472 | 287,472 | 285,623 | ||||||
Warrants expense | 0 | 96,753 | ||||||||
Convertible note issued for conversion cost reimbursement | 13,520 | 18,880 | 137,705 | 0 | ||||||
Convertible note issued for services rendered | 0 | 80,000 | ||||||||
(Increase) decrease in: | ||||||||||
Accounts receivable | (161,694) | 61,898 | 88,047 | (31,053) | ||||||
Inventory | 0 | 43,849 | 43,849 | (4,699) | ||||||
Other assets | (15,072) | |||||||||
Deposits | 5,000 | 0 | 0 | 0 | ||||||
Prepaids and other current assets | 203 | (35,288) | (34,965) | 25,359 | ||||||
Accounts payable | (344,156) | (74,993) | 325,889 | 140,837 | ||||||
Accrued expenses | 390,000 | 135,910 | (371,551) | (152,261) | ||||||
Interest payable | 146,917 | 169,896 | 269,706 | 80,740 | ||||||
Taxes payable | 0 | (4,500) | (15,865) | (7,579) | ||||||
Accrued payroll taxes | 0 | 39,149 | (98,868) | (39,736) | ||||||
Accrued officers' salaries | 37,450 | 290,000 | 411,487 | 723,100 | ||||||
Net cash used in operating activities | (1,098,816) | (614,904) | ||||||||
INVESTING ACTIVITIES | ||||||||||
Purchase of intangible assets | 0 | (5,000) | ||||||||
Disposal of fixed assets | 0 | |||||||||
Purchase of fixed assets | 0 | 91,847 | 91,847 | (7,800) | ||||||
Net cash provided by (used in) investing activities | (760,153) | (12,800) | ||||||||
FINANCING ACTIVITIES | ||||||||||
Due to related party | 0 | (91,791) | ||||||||
Proceeds from sales of stock | 0 | 40,000 | ||||||||
Proceeds from convertible notes payable | 193,500 | 890,605 | 1,652,603 | 687,200 | ||||||
Proceeds from notes payable - related party | 0 | 27,393 | 58,653 | 46,176 | ||||||
Proceeds from notes payable -third party | 25,343 | |||||||||
Proceeds from line of credit | 0 | 0 | 16,841 | |||||||
Repayments to line of credit | (1,999) | (9,343) | (13,499) | (11,343) | ||||||
(Repayments to) convertible notes payable | 0 | (68,684) | ||||||||
(Repayments to) notes payable | 0 | 0 | (10,000) | |||||||
Net cash provided by financing activities | 1,809,753 | 633,742 | ||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 26,664 | (31,573) | (49,216) | 6,038 | ||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | $ 158,676 | 207,892 | 158,676 | 207,892 | 207,892 | 62,948 | ||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 144,971 | 198,834 | 144,971 | 198,834 | 158,676 | 207,892 | ||||
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION | ||||||||||
Cash paid during the period for Income tax | 0 | |||||||||
Cash paid during the period for Interest | 67,394 | 73,858 | 184,240 | 30,866 | ||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||
Common stock to be issued for settlement of accrued expense | 1,415,600 | |||||||||
Common stock issued upon conversion of notes payable | 950,237 | 575,672 | 997,303 | 143,863 | ||||||
Common stock issued for settlement of note payable - related party | 451,891 | |||||||||
Conversion of preferred stock to common stock | 0 | 5,097 | 5,097 | 1,744 | ||||||
Common stock cancellation related to accrued liability | 0 | 2,500 | ||||||||
Series H Preferred Stock issued for prior year acquisition | 728,907 | |||||||||
Series B preferred shares issued for debt settlement | 0 | 60,000 | ||||||||
Debt discount from issuance of warrant | 0 | 219,210 | ||||||||
Derivative Resolution upon conversion | 2,721,606 | 1,295,485 | 405,443 | |||||||
Reclassification to derivative liabilities from additional paid in capital | $ 50,000 | 1,972,999 | ||||||||
Debt discount from derivative liabilities | $ 258,000 | 675,792 | 0 | 535,878 | ||||||
Cash carried over from acquisition | 0 | |||||||||
Scenario, Previously Reported [Member] | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||
Net loss | (5,000,319) | |||||||||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||||||||
Depreciation | 268,211 | |||||||||
Loss from disposal of fixed assets | 0 | |||||||||
(gain) from debt forgiveness | 46,009 | |||||||||
Loss from impairment of goodwill | 932,529 | |||||||||
(Gain) on settlement of liabilities | 0 | |||||||||
Loss on settlement of note payable - related party | 0 | |||||||||
Amortization of loan discount | 596,775 | |||||||||
Change in value of derivative liability | 1,386,055 | |||||||||
Stock based compensation | 402,994 | |||||||||
Warrants expense | 98,573 | |||||||||
Convertible note issued for conversion cost reimbursement | 9,500 | |||||||||
Convertible note issued for services rendered | 80,000 | |||||||||
(Increase) decrease in: | ||||||||||
Accounts receivable | (31,053) | |||||||||
Inventory | (4,699) | |||||||||
Other assets | 0 | |||||||||
Deposits | (5,072) | |||||||||
Prepaids and other current assets | 25,359 | |||||||||
Accounts payable | 127,336 | |||||||||
Accrued expenses | (347,629) | |||||||||
Interest payable | 98,315 | |||||||||
Taxes payable | 7,579 | |||||||||
Accrued payroll taxes | (39,736) | |||||||||
Accrued officers' salaries | 700,600 | |||||||||
Net cash used in operating activities | (663,830) | |||||||||
INVESTING ACTIVITIES | ||||||||||
Purchase of intangible assets | (5,000) | |||||||||
Purchase of fixed assets | (9,468) | |||||||||
Net cash provided by (used in) investing activities | (14,468) | |||||||||
FINANCING ACTIVITIES | ||||||||||
Due to related party | (37,059) | |||||||||
Proceeds from sales of stock | 40,000 | |||||||||
Shareholder contributions | 24,061 | |||||||||
Proceeds from convertible notes payable | 705,177 | |||||||||
Proceeds from notes payable - related party | 0 | |||||||||
Proceeds from notes payable -third party | 0 | |||||||||
Proceeds from line of credit | 5,498 | |||||||||
Repayments to line of credit | 0 | |||||||||
(Repayments to) convertible notes payable | (43,341) | |||||||||
(Repayments to) notes payable | (10,000) | |||||||||
Net cash provided by financing activities | 684,336 | |||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 6,038 | |||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 68,986 | 68,986 | 68,986 | 62,948 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | 68,986 | |||||||||
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION | ||||||||||
Cash paid during the period for Interest | 0 | |||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||
Common stock to be issued for settlement of accrued expense | 1,415,600 | |||||||||
Common stock issued upon conversion of notes payable | 143,863 | |||||||||
Common stock issued for settlement of note payable - related party | 0 | |||||||||
Conversion of preferred stock to common stock | 9,171 | |||||||||
Common stock cancellation related to accrued liability | 0 | |||||||||
Series H Preferred Stock issued for prior year acquisition | 728,907 | |||||||||
Series B preferred shares issued for debt settlement | 0 | |||||||||
Debt discount from issuance of warrant | 0 | |||||||||
Derivative Resolution upon conversion | 0 | |||||||||
Reclassification to derivative liabilities from additional paid in capital | 1,033,004 | |||||||||
Debt discount from derivative liabilities | 0 | |||||||||
Cash carried over from acquisition | 0 | |||||||||
Adjustment [Member] | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||
Net loss | 1,348,324 | |||||||||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||||||||
Depreciation | (40,252) | |||||||||
Loss from disposal of fixed assets | 38,584 | |||||||||
(gain) from debt forgiveness | (46,009) | |||||||||
Loss from impairment of goodwill | 0 | |||||||||
(Gain) on settlement of liabilities | (38,220) | |||||||||
Loss on settlement of note payable - related party | 84,153 | |||||||||
Amortization of loan discount | (23,170) | |||||||||
Change in value of derivative liability | (1,349,586) | |||||||||
Stock based compensation | (117,371) | |||||||||
Warrants expense | (1,820) | |||||||||
Convertible note issued for conversion cost reimbursement | (9,500) | |||||||||
Convertible note issued for services rendered | 0 | |||||||||
(Increase) decrease in: | ||||||||||
Accounts receivable | 0 | |||||||||
Inventory | 0 | |||||||||
Other assets | (15,072) | |||||||||
Deposits | 5,072 | |||||||||
Prepaids and other current assets | 0 | |||||||||
Accounts payable | 13,501 | |||||||||
Accrued expenses | 195,368 | |||||||||
Interest payable | (17,575) | |||||||||
Taxes payable | (15,158) | |||||||||
Accrued payroll taxes | 0 | |||||||||
Accrued officers' salaries | 22,500 | |||||||||
Net cash used in operating activities | 48,926 | |||||||||
INVESTING ACTIVITIES | ||||||||||
Purchase of intangible assets | 0 | |||||||||
Purchase of fixed assets | 1,668 | |||||||||
Net cash provided by (used in) investing activities | 1,668 | |||||||||
FINANCING ACTIVITIES | ||||||||||
Due to related party | (54,732) | |||||||||
Proceeds from sales of stock | 0 | |||||||||
Proceeds from convertible notes payable | (17,977) | |||||||||
Proceeds from notes payable - related party | 46,176 | |||||||||
Proceeds from notes payable -third party | 25,343 | |||||||||
Proceeds from line of credit | 11,343 | |||||||||
Repayments to line of credit | (11,343) | |||||||||
(Repayments to) convertible notes payable | (25,343) | |||||||||
(Repayments to) notes payable | 0 | |||||||||
Net cash provided by financing activities | (50,594) | |||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | |||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | $ 0 | $ 0 | $ 0 | 0 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | |||||||||
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION | ||||||||||
Cash paid during the period for Interest | 30,866 | |||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||
Common stock to be issued for settlement of accrued expense | 0 | |||||||||
Common stock issued upon conversion of notes payable | 0 | |||||||||
Common stock issued for settlement of note payable - related party | 451,891 | |||||||||
Conversion of preferred stock to common stock | (7,427) | |||||||||
Common stock cancellation related to accrued liability | 2,500 | |||||||||
Series H Preferred Stock issued for prior year acquisition | 0 | |||||||||
Series B preferred shares issued for debt settlement | 60,000 | |||||||||
Debt discount from issuance of warrant | 219,210 | |||||||||
Derivative Resolution upon conversion | 405,443 | |||||||||
Reclassification to derivative liabilities from additional paid in capital | 939,995 | |||||||||
Debt discount from derivative liabilities | 535,878 | |||||||||
Cash carried over from acquisition | $ 0 |