Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 30, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Cardiff Lexington Corp | ||
Entity Central Index Key | 0000811222 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | true | ||
Amendment Description | Revised for financial information | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,990,001 | ||
Entity Common Stock, Shares Outstanding | 109,944,821 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Interactive Data Current | Yes | ||
File Number | 000-49709 | ||
Entity Incorporation, State Country Code | FL |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 279,311 | $ 76,902 |
Accounts receivable-net | 16,377 | 99,540 |
Prepaid and other | 0 | 10,234 |
Total current assets | 295,688 | 186,676 |
Property and equipment, net of accumulated depreciation of $205,443 and $182,343 respectively | 211,779 | 234,879 |
Land | 603,000 | 603,000 |
Intangible assets, net | 253,550 | 253,550 |
Goodwill | 3,499,963 | 3,499,963 |
Deposits | 13,600 | 13,600 |
Right of use - assets | 52,567 | 90,799 |
Due from related party | 0 | 23,337 |
Other assets | 0 | 10,000 |
Total assets | 4,930,147 | 4,915,804 |
Current liabilities | ||
Accounts payable and accrued expense | 617,073 | 795,964 |
Accrued expenses - related parties | 2,196,222 | 1,447,487 |
Accrued interest | 722,815 | 586,461 |
Right of use - liability | 54,185 | 92,328 |
Due to director & officer | 126,849 | 136,349 |
Deferred revenue | 353,830 | 235,895 |
Line of credit | 51,927 | 91,099 |
Common stock to be issued | 0 | 500 |
Preferred stock to be issued | 222,000 | 0 |
Notes payable | 947,912 | 207,351 |
Notes payable - related party | 37,885 | 84,746 |
Convertible notes payable, net of debt discounts of $108,321 and $828,468, respectively | 2,476,647 | 595,257 |
Net, liabilities of discontinued operations | 2,691,695 | 2,818,985 |
Derivative Liability | 2,903,663 | 3,655,518 |
Total current liabilities | 13,402,703 | 10,747,940 |
Other Liabilities | ||
Notes payable | 399,778 | 410,000 |
Convertible notes payable, net of current portion and net of debt discounts of $0 and $687,849, respectively | 0 | 484,568 |
Total liabilities | 13,802,481 | 11,642,508 |
Shareholders' (deficit) | ||
Common stock; 7,500,000,000 shares authorized with $0.001 par value; 5,268,797 and 67,742 shares issued and outstanding at December 31, 2020 and 2019, respectively | 5,267 | 677,420 |
Treasury stock; 294,101 and -0- shares of Series H Preferred stock at December 31, 2020 and 2019 | (2,365,864) | 0 |
Additional paid-in capital | 46,111,302 | 42,793,628 |
Accumulated deficit | (65,583,255) | (62,558,509) |
Total shareholders' (deficit) | (8,872,334) | (6,726,704) |
Total liabilities and shareholders' (deficit) | 4,930,147 | 4,915,804 |
Preferred Stock Series B [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 7,056,977 | 6,933,012 |
Preferred Stock Series C [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 488 | 0 |
Series D Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 1,000,000 | 1,000,000 |
Series E Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 603,000 | 602,998 |
Series F Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 700,180 | 700,173 |
Series F-1 Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 143,008 | 142,983 |
Series G Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 1,300,976 | 1,300,976 |
Series H Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 476,404 | 0 |
Series I Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 195,010 | 195,000 |
Series K Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 8,201 | 8,200 |
Series K1 Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 0 | 1,447 |
Series L Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | 1,277,972 | 1,277,968 |
Series R Preferred Stock [Member] | ||
Shareholders' (deficit) | ||
Preferred Stock all classes | $ 198,000 | $ 198,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accumulated depreciation | $ 205,443 | $ 182,343 |
Convertible notes payable, discount | 108,321 | 828,468 |
Convertible notes payable, discount noncurrent | $ 0 | $ 687,849 |
Common stock, shares authorized | 7,500,000,000 | 7,500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 5,268,797 | 67,742 |
Common stock, shares outstanding | 5,268,797 | 67,742 |
Preferred Stock Series B [Member] | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares issued | 1,764,244 | 1,733,254 |
Preferred stock, shares outstanding | 1,764,244 | 1,733,254 |
Preferred Stock Series C [Member] | ||
Preferred stock, shares authorized | 500 | 500 |
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares issued | 122 | 120 |
Preferred stock, shares outstanding | 122 | 120 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 800,000 | 800,000 |
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares issued | 250,000 | 250,000 |
Preferred stock, shares outstanding | 250,000 | 250,000 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares issued | 150,750 | 150,749 |
Preferred stock, shares outstanding | 150,750 | 150,749 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares authorized | 800,000 | 800,000 |
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares issued | 175,045 | 175,043 |
Preferred stock, shares outstanding | 175,045 | 175,043 |
Series F-1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 800,000 | 800,000 |
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares issued | 35,752 | 35,745 |
Preferred stock, shares outstanding | 35,752 | 35,745 |
Series G Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares issued | 325,244 | 325,244 |
Preferred stock, shares outstanding | 325,244 | 325,244 |
Series H Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,859,379 | 4,859,379 |
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares issued | 119,101 | 0 |
Preferred stock, shares outstanding | 37,500 | 0 |
Treasury stock share | 294,101 | 0 |
Series I Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 195,010,000 | 195,000,000 |
Preferred stock, shares outstanding | 195,010,000 | 195,000,000 |
Series K Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,937,500 | 10,937,500 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 8,200,562 | 8,200,562 |
Preferred stock, shares outstanding | 8,200,562 | 8,200,562 |
Series K1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 35,000,000 | 35,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 1,447,157 |
Preferred stock, shares outstanding | 0 | 1,447,157 |
Series L Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares issued | 319,492 | 319,492 |
Preferred stock, shares outstanding | 319,492 | 319,492 |
Series R Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, par value | $ 1,200 | $ 1,200 |
Preferred stock, shares issued | 165 | 165 |
Preferred stock, shares outstanding | 165 | 165 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 3,453,058 | $ 3,707,360 |
Total cost of sales | 1,668,146 | 1,665,486 |
GROSS MARGIN | 1,784,912 | 2,041,874 |
OPERATING EXPENSES | ||
Depreciation expense | 1,274 | 7,318 |
Selling, general and administrative | 3,587,789 | 3,305,824 |
Total operating expenses | 3,589,063 | 3,313,142 |
LOSS FROM OPERATIONS | (1,804,151) | (1,271,268) |
OTHER INCOME (EXPENSE) | ||
Change in value of derivative liability | 434,714 | (3,035,271) |
Interest expense | (332,704) | (489,294) |
Conversion cost penalty and reimbursement | (25,400) | (813,220) |
Amortization of debt discounts | (1,192,044) | (972,047) |
Total other income (expenses) | (1,115,434) | (5,309,832) |
NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS | (2,919,585) | (6,581,100) |
LOSS FROM DISCONTINUED OPERATIONS | (112,181) | (598,806) |
GAIN (LOSS) FROM DISPOSAL OF DISCONTINUED OPERATIONS | 194,873 | 0 |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS | 82,692 | (598,806) |
NET LOSS FOR THE YEAR | (2,836,893) | (7,179,906) |
Deemed dividend - modification of preferred stock | (1,605,266) | 0 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (4,442,159) | $ (7,179,906) |
Basic Earnings (loss) per Share | ||
Continued Operations | $ (4.98) | $ (282.66) |
Discontinued Operations | .09 | (23.57) |
Diluted Earnings (loss) per Share | ||
Continued Operations | (4.98) | (282.66) |
Discontinued Operations | $ 0 | $ (23.57) |
Continued Operations | 908,485 | 25,401 |
Discontinued Operations | 908,485 | 25,401 |
Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share | ||
Continued Operations | 908,485 | 25,401 |
Discontinued Operations | 1,444,295,967,109 | 25,401 |
Rental Income [Member] | ||
Total revenue | $ 138,832 | $ 176,882 |
Financial Service [Member] | ||
Total revenue | 3,314,226 | 3,530,478 |
Other [Member] | ||
Total revenue | 0 | 0 |
Total cost of sales | 0 | 0 |
Rental Business[Member] | ||
Total cost of sales | 156,191 | 174,433 |
Tax Services [Member] | ||
Total cost of sales | $ 1,511,995 | $ 1,491,053 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred Stock, Series A, I, K, K-1 | Preferred Stock, Series B,D, E, F, F-1, G, H, L | Preferred Stock, Series C and R | Treasury Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 9,647,720 | 2,664,283 | 119 | 60 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 9,648 | $ 10,657,137 | $ 480 | $ 1 | $ 39,665,111 | $ (55,378,603) | $ (4,846,225) | |
Issuance to balance reverse split partial rounding shares, shares | (826) | |||||||
Issuance to balance reverse split partial rounding shares, Value | ||||||||
Issuance of I Series preferred stock as compensation, shares | 250,000,000 | |||||||
Issuance of I Series preferred stock as compensation, value | $ 250,000 | $ (50,000) | ||||||
Issuance of G Series preferred stock for Key Tax acquisition, shares | 325,244 | 50 | ||||||
Issuance of G Series preferred stock for Key Tax acquisition, value | $ 1,300,976 | $ 1 | (977) | 1,300,000 | ||||
Conversion of preferred stock I series, shares | (55,000,000) | 8,250 | ||||||
Conversion of preferred stock I series, value | $ (55,000) | $ 8 | 54,992 | |||||
Issuance of R Series preferred stock, shares | 165 | |||||||
Issuance of R Series preferred stock, value | $ 198,000 | (83,000) | 115,000 | |||||
Conversion of convertible notes payable, shares | 59,382 | |||||||
Conversion of convertible notes payable, value | $ 59 | 1,027,377 | 1,027,436 | |||||
Reclassify Derivative liabilities to Additional Paid in Capital | 2,856,994 | 2,856,994 | ||||||
Net loss | (7,179,906) | (7,179,906) | ||||||
Ending balance, shares at Dec. 31, 2019 | 204,647,720 | 2,989,528 | 284 | 67,742 | ||||
Ending balance, value at Dec. 31, 2019 | $ 204,648 | $ 11,958,113 | $ 198,480 | $ 68 | 43,470,497 | (62,558,509) | (6,726,704) | |
Beginning balance, shares at Dec. 31, 2019 | 204,647,720 | 2,989,528 | 284 | 67,742 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 204,648 | $ 11,958,113 | $ 198,480 | $ 68 | 43,470,497 | (62,558,509) | (6,726,704) | |
Beginning balance, shares at Dec. 31, 2019 | 204,647,720 | 2,989,528 | 284 | 67,742 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 204,648 | $ 11,958,113 | $ 198,480 | $ 68 | 43,470,497 | (62,558,509) | (6,726,704) | |
Beginning balance, shares at Dec. 31, 2019 | 204,647,720 | 2,989,528 | 284 | 67,742 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 204,648 | $ 11,958,113 | $ 198,480 | $ 68 | 43,470,497 | (62,558,509) | (6,726,704) | |
Conversion of convertible notes payable, shares | 5,014,697 | |||||||
Conversion of convertible notes payable, value | $ 5,014 | 262,959 | 267,973 | |||||
Issuance of Common Stock for Services, shares | 18,000 | |||||||
Issuance of Common Stock for Services, value | $ 18 | (18) | ||||||
Issuance of preferred stock for services, shares | 10,000 | 31,000 | 2 | |||||
Issuance of preferred stock for services, value | $ 10 | $ 124,000 | $ 8 | (124,018) | ||||
Preferred stock to be issued | ||||||||
Issuance of common stock in exchange for preferred stock, shares | (1,447,157) | 3,500 | ||||||
Issuance of common stock in exchange for preferred stock, value | $ (1,447) | $ 4 | 1,444 | |||||
Issuance of preferred stock in exchange for common stock, shares | 119,101 | (320) | ||||||
Issuance of preferred stock in exchange for common stock, value | $ 476,404 | $ (1) | (476,403) | |||||
Dividend on Series G preferred stock | (187,850) | (187,850) | ||||||
Reclassify Derivative liabilities to Additional Paid in Capital | 611,141 | 611,141 | ||||||
Sale of subsidiary, shares | (294,101) | |||||||
Sale of subsidiary, value | $ (2,365,864) | 2,365,864 | ||||||
Issuance of common stock, shares | 163,814 | |||||||
Issuance of common stock, value | $ 164 | (164) | ||||||
Net loss | (2,836,893) | (2,836,893) | ||||||
Ending balance, shares at Dec. 31, 2020 | 203,210,563 | 3,139,629 | 286 | (294,101) | 5,267,433 | |||
Ending balance, value at Dec. 31, 2020 | $ 203,211 | $ 12,558,517 | $ 198,488 | $ (2,365,864) | $ 5,267 | $ 46,111,302 | $ (65,583,255) | $ (8,872,334) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (Loss) from continuing operations | $ (2,919,585) | $ (6,581,100) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation | 23,100 | 67,702 |
Bad debt expense | 0 | (16,338) |
Amortization of loan discount | 1,183,147 | 972,047 |
Change in value of derivative liability | (434,714) | 3,588,397 |
Convertible note issued for conversion cost reimbursement | 0 | 0 |
Conversion cost penalty | 0 | 813,220 |
(Increase) decrease in: | ||
Accounts receivable | 83,163 | 53,324 |
Inventory | 0 | 0 |
Deposits | 0 | 11,804 |
Right of use - assets | 38,232 | 0 |
Prepaids and other | 10,234 | 64,454 |
Other assets | 10,000 | 7,274 |
Intangible assets | 0 | (3,550) |
Increase(decrease) in: | ||
Accounts payable & Accrued expense | (156,678) | (303,576) |
Accrued officers compensation | 748,735 | 775,000 |
Accrued interest | 185,820 | 169,455 |
Right of use - liabilities | (38,143) | 0 |
Preferred shares to be issued | 222,000 | 0 |
Due to officers and shareholders | 23,338 | 0 |
Deferred revenue | 117,935 | 222,428 |
Net cash provided by (used in) operating activities | (903,416) | (159,459) |
Net cash from Discontinued Operations - Operating | (44,599) | (608,378) |
INVESTING ACTIVITIES | ||
Purchase of equipment | 0 | 3,178 |
Disposal of equipment | 0 | 29,275 |
Net cash provided by (used in) investing activities | 0 | 32,448 |
Net cash from Discontinued Operations - Investing | 0 | 0 |
FINANCING ACTIVITIES | ||
Proceeds from shareholder | 0 | 32,000 |
Repayments to directors and officers | (9,500) | (56,805) |
Proceeds from convertible notes payable | 746,072 | 613,526 |
Proceeds from notes payable - related party | 127,445 | 21,199 |
Proceeds from notes payable | 706,807 | 419,778 |
Proceeds from line of credit | 0 | 149,247 |
Repayments to line of credit | (39,172) | (60,147) |
Repayments of convertible notes payable | (27,106) | (358,437) |
Repayments to notes payable - related party | (163,316) | (150,134) |
Repayments to notes payable - 3rd party | (2,957) | (7,368) |
Issuance of preferred stock | (87,850) | 115,000 |
Net cash provided by financing activities | 1,150,423 | 717,859 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 202,409 | (17,530) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 100,776 | 158,676 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 279,311 | 100,776 |
Cash paid during the period for: | ||
Interest | 379,892 | 226,748 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued upon conversion of notes payable | 196,291 | 593,817 |
Common stock issued for settlement of accrued expense | 49,466 | 0 |
Series G Preferred Stock issued for acquisition of Key Tax Group | 0 | 1,300,000 |
Series I Preferred Stock issued for compensation | 0 | 0 |
Conversion of preferred stock to common stock | 0 | 55,000 |
Derivative liability settled upon conversion | $ 611,141 | $ 2,856,994 |
1. Summary of Significant Accou
1. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations Legacy Card Company, LLC (“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 Lexington”, the “Company”), a publicly held corporation. In the first quarter of 2013, it was decided to restructure Cardiff Lexington 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 potential access to capital markets provided by affiliation with a publicly-traded company. Cardiff Lexington 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 Cardiff Lexington consists of the following wholly owned subsidiaries: We Three, LLC dba Affordable Housing Initiative (“AHI”), acquired May 15, 2014 Romeo’s Alpharetta, LLC dba Romeo’s NY Pizza (“Romeo’s Pizza”), acquired June 30, 2014; Sold July 1, 2020. Edge View Properties, Inc., (“Edge View”) acquired July 16, 2014 Repicci’s Franchise Group, LLC (“Repicci’s Group”), acquired August 10, 2016; Sold June 1, 2020. Platinum Tax Defenders, LLC (“Platinum Tax”), acquired July 31, 2018 JM Enterprises 1, Inc. dba Key Tax Group (“Key Tax”), acquired May 2019 Red Rock Travel Group, LLC (“Red Rock”), acquired July 31, 2018, discontinued May 31, 2019 Principles of Consolidation The consolidated financial statements include the accounts of Cardiff, and its wholly-owned subsidiaries: AHI dba We Three, LLC, Edge View, Platinum Tax, and Key tax, and subsidiaries shown as discontinued operations includes Red Rock Travel Group, LLC, Romeo’s, and Repicci’s. 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 condensed consolidated financial results. Subsidiaries discontinued are shown 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 In the first quarter of 2019, the Company executed a reverse stock split of 1,500:1 effective March 21, 2019. In January 2020, the Company announced a reverse split of several of its Preferred Stock Classes which has been given retrospective treatment in the consolidated financial statements. In May 2020, the Company affected a 10,000:1 reverse split of Common Stock which has been given retrospective treatment in the financial statements for all periods presented. COVID-19 Pandemic The outbreak of a novel coronavirus throughout the world, including the United States, during early calendar year 2020 has caused widespread business and economic disruption through mandated and voluntary business closings and restrictions on the movement and activities of people (“COVID-19 Pandemic”). The extent of the impact of the COVID-19 Pandemic on the Company's business is highly uncertain and difficult to predict, as the response to the COVID-19 Pandemic is rapidly evolving in many countries, including the United States and other markets where the Company operates. It is expected that many of the Company's customers and suppliers could be impacted by these closings and restrictions which could materially and adversely affect demand for our products, our ability to obtain or deliver inventory or services, and our ability to collect accounts receivables as customers face higher liquidity and solvency risk. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 Pandemic, and it is possible that it could cause an economic downturn, recession, or depression. Such economic disruption could have a material adverse effect on our business. Policymakers around the world have responded with fiscal and monetary policy actions to support the economy. The magnitude and overall effectiveness of these actions remains uncertain. 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. 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. Our tax services subsidiaries receive payments in advance of service and are recorded as deferred revenue. Revenues are as services are provided. Rental Income The Company’s rent revenue 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, 2020 and 2019. 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. 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 which was $21,870 and none as of December 31, 2020 and 2019, respectfully. As of December 31, 2020 and 2019, the Company had accounts receivable of $16,377 and $99,540, respectively. Accounts receivables are primarily generated from our subsidiaries in their normal course of business. Property, Equipment and Leasehold Improvements Property, equipment, and leasehold improvements are carried at cost. Expenditures for renewals and betterments that extend the useful lives of property, equipment or leasehold improvements are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated using the straight-line method for financial reporting purposes 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 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, 2020 and 2019, the company did not recognize any Goodwill impairment. The Company based this decision on impairment testing of 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”) discount against the face amount of the respective debt instrument (offset to additional paid in capital). When the Company records a BCF which is not a conventional convertible, the 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 term 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, 2020 and 2019. Please refer to Note 2 for further explanation. Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2020 $ – $ – $ 2,903,663 $ 2,903,663 Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2019 $ – $ – $ 3,655,518 $ 3,665,518 Stock-Based Compensation 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. 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, 2020 and 2019 the Company did not have any interest and penalties associated with tax positions. As of December 31, 2020 and 2019, the Company did not have any significant unrecognized uncertain tax positions. Earnings (Loss) per Share FASB ASC Subtopic 260, Earnings Per Share 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, 2020, 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. 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 cash flow 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. Accounting Pronouncements 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. Reclassifications Certain prior period amounts have been reclassified to conform with the current year presentation. |
2. Restatement of Previously Is
2. Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Subsequent to the initial issuance of the Company's 2020 financial statements on March 31, 2021, management reconsidered the methodology previously applied in its valuation of derivative liabilities contained in its matured convertible notes which are in default, to include all inputs to measure the time value component to the application of the Black-Scholes Model. In addition, management also discovered that it did not reflect the impact of amendments which resulted in modifications in certain rights and privileges for certain classes of its preferred stock, which should have been accounted for as a deemed dividend at the time of modification. The restatement primarily relates to the accounting for (1) the valuation of embedded derivative liabilities in certain matured convertible notes and (2) the accounting treatment for changes in certain rights and privileges with respect to certain classes of preferred stock on January 10, 2020. (1) For certain convertible notes in default containing embedded derivatives (the "Notes"), the Company originally valued the derivative liability using a Black-Scholes Model, but without consideration to a time value component (the term, volatility, or discount rates), because these notes had matured and were immediately due. As a result, the embedded derivatives for expired notes were measured using a valuation methodology which was analogous to the use of intrinsic value. Company management has reconsidered the methodology previously applied, and determined that the use of all inputs to the Black-Scholes Model is more appropriate in the determination to measure the fair value of all derivative liabilities. (2) The Company originally did not reflect the impact of amendments which resulted in modifications in certain rights and privileges for certain classes of its preferred stock. Subsequent to the issuance of its financial statements for the year ended December 31, 2020, Company management determined that these modifications resulted in changes to the carrying value of certain classes of preferred stock, which should have been accounted for as a deemed dividend at the time of modification. The following table summarizes the impacts of the error corrections on the Company's financial statements for each of the periods presented below: i. Balance sheet Impact of correction of error December 31, 2019 (Audited) As previously reported Adjustments As restated Total assets $ 4,915,805 $ – $ 4,915,805 Derivative liability 3,102,392 553,127 3,655,519 Net, liabilities of discontinued operations 2,555,837 263,148 2,818,985 Other 5,168,005 – 5,168,005 Total liabilities 10,826,234 816,275 11,642,509 Accumulated deficit (61,742,235 ) (816,275 ) (62,558,510 ) Others 55,831,806 – 55,831,806 Total deficiency in shareholders' equity $ (5,910,429 ) $ (816,275 ) $ (6,726,704 ) i. Balance sheet (Continued) Impact of correction of error March 31, 2020 (Unaudited) As previously reported Adjustments As restated Total assets $ 5,268,016 $ – $ 5,268,016 Derivative liability 7,416,815 (176,308 ) 7,240,507 Net, liabilities of discontinued operations 2,863,541 63,545 2,927,086 Other 6,045,172 – 6,045,172 Total liabilities 16,325,528 (112,763 ) 16,212,765 Accumulated deficit (67,402,951 ) 112,763 (67,290,188 ) Others 56,345,439 – 56,345,439 Total deficiency in shareholders' equity $ (11,057,512 ) $ 112,763 $ (10,944,749 ) Impact of correction of error June 30, 2020 (Unaudited) As previously reported Adjustments As restated Total assets $ 5,146,980 $ – $ 5,146,980 Derivative liability 6,936,309 903,272 7,839,581 Net, liabilities of discontinued operations 2,374,181 368,349 2,742,530 Other 6,016,924 – 6,016,924 Total liabilities 15,327,414 1,271,621 16,599,035 Accumulated deficit (66,800,912 ) (1,271,621 ) (68,072,533 ) Others 56,620,478 – 56,620,478 Total deficiency in shareholders' equity $ (10,180,434 ) $ (1,271,621 ) $ (11,452,055 ) Impact of correction of error September 30, 2020 (Unaudited) As previously reported Adjustments As restated Total assets $ 4,944,770 $ – $ 4,944,770 Derivative liability 3,168,106 (350,869 ) 2,817,237 Net, liabilities of discontinued operations 2,425,100 300,164 2,725,264 Other 6,437,026 – 6,437,026 Total liabilities 12,030,232 (50,705 ) 11,979,527 Accumulated deficit (63,858,637 ) 50,705 (63,807,932 ) Others 56,773,175 – 56,773,175 Total deficiency in shareholders' equity $ (7,085,462 ) $ 50,705 $ (7,034,757 ) i. Balance sheet (Continued) Impact of correction of error December 31, 2020 (Audited) As previously reported Adjustments As restated Total assets $ 4,930,147 $ – $ 4,930,147 Derivative liability 2,405,358 498,305 2,903,663 Net, liabilities of discontinued operations 2,441,965 249,730 2,691,695 Other 8,207,123 – 8,207,123 Total liabilities 13,054,446 748,035 13,802,481 Accumulated deficit (64,835,220 ) (748,035 ) (65,583,255 ) Others 56,710,921 – 56,710,921 Total deficiency in shareholders' equity $ (8,124,299 ) $ (748,035 ) $ (8,872,334 ) ii. Statement of operations Impact of correction of error - year Year ended December 31, 2019 (Audited) As previously reported Adjustments As restated Loss from operations $ (1,271,268 ) $ – $ (1,271,268 ) Change in value of derivative liability (2,482,145 ) (553,127 ) (3,035,272 ) Others (2,274,561 ) – (2,274,561 ) Other income (expense) (4,756,706 ) (553,127 ) (5,309,833 ) Net loss before discontinued operations (6,027,974 ) (553,127 ) (6,581,101 ) Loss from discontinued operations (335,658 ) (263,148 ) (598,806 ) Net loss $ (6,363,632 ) $ (816,275 ) $ (7,179,907 ) Basic and Diluted Earnings (loss) per Share Continued Operations (250.53 ) (282.66 ) Discontinued Operations (13.21 ) (23.57 ) Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 25,401 25,401 Discontinued Operations 25,401 25,401 ii. Statement of operations (Continued) Impact of correction of error - quarter Quarter ended March 31, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (257,028 ) $ – $ (257,028 ) Change in value of derivative liability (4,467,534 ) 729,435 (3,738,099 ) Others (327,917 ) – (327,917 ) Other income (expense) (4,795,451 ) 729,435 (4,066,016 ) Net loss before discontinued operations (5,052,479 ) 729,435 (4,323,044 ) Loss from discontinued operations (523,280 ) 199,603 (323,677 ) Net loss (5,575,759 ) 929,038 (4,646,721 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (5,575,759 ) $ (676,228 ) $ (6,251,987 ) Basic and Diluted Earnings (loss) per Share Continued Operations (49.17 ) (57.69 ) Discontinued Operations (5.09 ) (3.15 ) Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 102,762 102,762 Discontinued Operations 102,762 102,762 ii. Statement of operations (Continued) Impact of correction of error - quarter Three months ended June 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (126,833 ) $ – $ (126,833 ) Change in value of derivative liability (28,750 ) (1,079,579 ) (1,108,329 ) Others (347,536 ) – (347,536 ) Other income (expense) (376,286 ) (1,079,579 ) (1,455,865 ) Net loss before discontinued operations (503,119 ) (1,079,579 ) (1,582,698 ) Loss from discontinued operations (103,390 ) (304,804 ) (408,194 ) Gain from disposal from discontinued operations 216,013 – 216,013 Income (loss) from discontinued operations 112,623 (304,804 ) (192,181 ) Net loss (390,496 ) (1,384,383 ) (1,774,879 ) Deemed dividend on preferred stock – – – Net loss attributable to common stockholders $ (390,496 ) $ (1,384,383 ) $ (1,774,879 ) Basic Earnings (loss) per Share Continued Operations $ (3.19 ) $ (10.03 ) Discontinued Operations $ 0.71 $ (1.22 ) Diluted Earnings (loss) per Share Continued Operations $ – $ (10.03 ) Discontinued Operations $ – $ (1.22 ) Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 157,856 157,856 Discontinued Operations 157,856 157,856 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations – – Discontinued Operations – – ii. Statement of operations (Continued) Impact of correction of error - quarter Six months ended June 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (361,066 ) $ – $ (361,066 ) Change in value of derivative liability (3,992,316 ) (350,144 ) (4,342,460 ) Others (654,502 ) – (654,502 ) Other income (expense) (4,646,818 ) (350,144 ) (4,996,962 ) Net loss before discontinued operations (5,007,884 ) (350,144 ) (5,358,028 ) Loss from discontinued operations (78,956 ) (105,201 ) (184,157 ) Gain from disposal from discontinued operations 216,013 216,013 Income (loss) from discontinued operations 137,057 (105,201 ) 31,856 Net loss (4,870,827 ) (455,345 ) (5,326,172 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (4,870,827 ) $ (2,060,611 ) $ (6,931,438 ) Basic Earnings (loss) per Share Continued Operations $ (38.43 ) $ (53.44 ) Discontinued Operations $ 1.05 $ 0.24 Diluted Earnings (loss) per Share Continued Operations $ – $ (53.44 ) Discontinued Operations $ – $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 130,309 – 130,309 Discontinued Operations 130,309 – 130,309 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations – – 130,309 Discontinued Operations – – 6,391,483,108 ii. Statement of operations (Continued) Impact of correction of error - quarter Three months ended September 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (530,568 ) $ – $ (530,568 ) Change in value of derivative liability 3,864,938 1,254,140 5,119,078 Others (348,675 ) – (348,675 ) Other income (expense) 3,516,263 1,254,140 4,770,403 Net income (loss) before discontinued operations 2,985,695 1,254,140 4,239,835 (Loss) from discontinued operations (22,280 ) 68,185 45,905 (Loss) Gain from disposal of discontinued operations (21,140 ) – (21,140 ) Income (loss) from discontinued operations (43,420 ) 68,185 24,765 Net (loss) income 2,942,275 (1,322,325 ) 1,619,950 Deemed dividend on preferred stock – – – Net loss attributable to common stockholders $ 2,942,275 $ (1,322,325 ) $ 1,619,950 Basic Earnings (loss) per Share Continued Operations $ 3.08 $ 4.38 Discontinued Operations $ (0.04 ) $ 0.03 Diluted Earnings (loss) per Share Continued Operations – $ 0.00 Discontinued Operations $ (0.04 ) $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 968,379 968,379 Discontinued Operations 968,379 968,379 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations 6,394,936,792 6,394,936,792 Discontinued Operations 968,379 6,394,936,792 ii. Statement of operations (Continued) Impact of correction of error - year to date Nine months ended September 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (891,634 ) $ – $ (891,634 ) Change in value of derivative liability (12,378 ) 903,996 891,618 Others (1,118,177 ) – (1,118,177 ) Other income (expense) (1,130,555 ) 903,996 (226,559 ) Net income (loss) before discontinued operations (2,022,189 ) 903,996 (1,118,193 ) (Loss) from discontinued operations (101,236 ) (37,016 ) (138,252 ) (Loss) Gain from disposal of discontinued operations 194,873 194,873 Income (loss) from discontinued operations 93,637 (37,016 ) 56,621 Net (loss) income (1,928,552 ) 866,980 (1,061,572 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (1,928,552 ) $ (738,286 ) $ (2,666,838 ) Basic Earnings (loss) per Share Continued Operations $ (4.94 ) $ (6.65 ) Discontinued Operations $ 0.23 $ 0.14 Diluted Earnings (loss) per Share Continued Operations $ (4.94 ) $ (6.65 ) Discontinued Operations $ – $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 409,666 409,666 Discontinued Operations 409,666 409,666 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations 409,666 409,666 Discontinued Operations 1,444,295,468,290 1,444,295,468,290 ii. Statement of operations (Continued) Impact of correction of error - year Year ended December 31, 2020 (Audited) As previously reported Adjustments As restated Loss from operations $ (1,804,151 ) $ – $ (1,804,151 ) Change in value of derivative liability 379,892 54,822 434,714 Others (1,550,148 ) – (1,550,148 ) Other income (expense) (1,170,256 ) 54,822 (1,115,434 ) Net loss before discontinued operations (2,974,407 ) 54,822 (2,919,585 ) Loss from discontinued operations (125,599 ) 13,418 (112,181 ) Gain from discontinued operations 194,873 – 194,873 Income (loss) from discontinued operations 69,274 13,418 82,692 Net loss (2,905,133 ) 68,240 (2,836,893 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (2,905,133 ) $ (1,537,026 ) $ (4,442,159 ) Basic Earnings (loss) per Share Continued Operations $ (3.20 ) $ (4.98 ) Discontinued Operations $ 0.08 $ 0.09 Diluted Earnings (loss) per Share Continued Operations $ (3.20 ) $ (4.98 ) Discontinued Operations $ – $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 908,485 908,485 Discontinued Operations 908,485 908,485 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations 908,485 908,485 Discontinued Operations 1,444,295,967,109 1,444,295,967,109 |
3. Acquisitions
3. Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 3. ACQUISITIONS JM Enterprise 1, Inc. (dba) Key Tax Group JM Enterprise 1, Inc. (d.b.a. Key Tax Group) (“Key Tax) and Cardiff Lexington Corp. as previously announced in May 2019 signed a definitive merger agreement under which Key Tax became a wholly owned subsidiary effective May 8, 2019. In connection with the closing of the acquisition, a Preferred “G” Class of stock with a par value of $0.001 was established and issued. The Preferred “G” Class of stock rights and privileges include voting rights, a conversion ratio of 1:1.25 and were distributed at the adjusted rate of $0.07 per share (pre-split) for a total of 18,571,428 representing a value of $1,300,000. Additionally, the Company issued 500,000 shares of common stock with a par value of $0.001 to novate a convertible debt of $30,912.32. These Preferred “G” 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 was finalized as follows: Key Tax Fair Value Cash $ 9,484 Accounts receivable 90,766 Key Tax Group trade name 250,000 Property and equipment 6,044 Goodwill 1,407,915 Liabilities (464,209 ) Total $ 1,300,000 |
4. Accounts payable and accrued
4. Accounts payable and accrued expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2020 2019 Accounts payable $ 119,653 $ 228,971 Accrued Credit cards 28,548 86,077 Accrued Income, payroll, and other taxes 282,798 276,614 Accrued advertising 75,963 53,189 Accrued payroll 27,569 58,760 Accrue expense - other 82,543 92,353 Total $ 617,074 $ 795,964 The Company previously reported that it 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. As of December 31, 2020 and 2019, 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 $0 and $45,238, respectively. |
5. Plant and Equipment, Net
5. Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PLANT AND EQUIPMENT, NET | 5. PLANT AND EQUIPMENT, NET Plant and equipment, net as of December 31, 2020 and 2019 was $211,779 and $234,879, respectively, consisting of the following: December 31, 2020 2019 Residential housing $ 341,205 $ 341,205 Furniture, fixture, and equipment 76,017 76,017 Leasehold improvements – – Total 417,222 417,222 Less: accumulated depreciation (205,443 ) (182,343 ) Plant and equipment, net $ 211,779 $ 234,879 During the years ended December 31, 2020 and 2019, depreciation expense was $23,100 and $278,154, respectively. During the years end December 31, 2020 and 2019, the Company recorded depreciation expense of $1,274 and $7,318, in operations expense and $21,826 and $60,384, in cost of goods sold, respectively. During the year ended December 31, 2019, the Company disposed fixed assets of $104,886 and related liabilities related to a company-owned franchise, resulting in net cash flow of $0 and a gain on sale of $91,847 from disposal. |
6. Land
6. Land | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
LAND | 6. LAND As of December 31, 2020 and 2019, the Company owns 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 a residential community. |
7. Line of Credit
7. Line of Credit | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
LINE OF CREDIT | 7. LINE OF CREDIT In February 2018, The Company had a line of credit with a financial institution for $92,500 which incurs interest of PRIME plus 3.45% (6.7% and 8.2% at December 31, 2020 and 2019, respectively) and is revolving. As of December 31, 2020 and 2019, the Company had balance of $51,927 and 91,099, respectively. |
8. Related Party Transactions
8. Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS The Company has entered into several unsecured loan agreements with related parties. The Chairman of the Board was paid deferred compensation of $360,000 and $300,000 per year for the years 2020 and 2019, respectfully. Additionally, a target bonus was granted and accrued in the amount of $200,000. Unpaid deferred compensation as of December 31, 2020 and 2019, respectively was $1,020,000 and $642,500. The Chief Executive Officer was paid compensation of $360,000 and $300,000 per year for the years 2020 and 2019, respectfully. Additionally, a target bonus was granted and accrued of $200,000. Unpaid deferred compensation as of December 31, 2020 and 2019, respectively was $1,035,000 and $657,500. The Chief Operating Officer was paid compensation of $120,000 per year for the years 2020 and 2019. Unpaid deferred compensation as of December 31, 2020 and 2019, respectively was $120,000 and $222,000. The Company obtained short-term advances from the Chairman of the Board that are non-interest bearing and due on demand. As of December 31, 2020 and 2019, the Company owed the Chairman $126,849 and $136,349, respectively. |
9. Notes and Loans Payable
9. Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES AND LOANS PAYABLE | 9. NOTES AND LOANS PAYABLE Notes and loans payable at December 31, 2020 and 2019 are summarized as follows: December 31, 2020 2019 Notes and Loans Payable - Unrelated Party $ 1,347,690 $ 617,351 Notes and Loans Payable - Related Party 37,885 84,746 Total 1,385,575 702,097 Notes and Loans Payable - Related Party 37,885 84,746 Current portion 947,912 207,351 Long-term portion $ 399,778 $ 410,000 Notes and Loans Payable – Related Party The Company obtained short-term advances from Managers at several entities that are none interest bearing and due on demand. These balances were $37,885 and $84,746 as of December 31, 2020 and 2019, respectively. Loans and Notes Payable – Unrelated Party On March 12, 2009, the Company entered into a preferred debenture agreement with a shareholder for $20,000. The note bore interest at 12% per year and matured on September 12, 2009. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on this debenture. No warrants had been exercised before the expiration. The balance of the note was $10,989 at December 31, 2020 and 2019, respectively. The accrued interest of the note was $2,272 and $3,591 at December 31, 2020 and 2019, respectively. On September 7, 2011, the Company entered into a Promissory Note agreement with for $50,000. The note bore interest at 8% per year and matured on September 7, 2016. The balance of the note, was $50,000 at December 31, 2020 and 2019, respectively. The accrued interest of the note was $37,822 and $33,282 at December 31, 2020 and 2019, respectively. On November 17, 2011, the Company entered into a Promissory Note agreement for $50,000. The note bore interest at 8% per year and matured on November 17, 2016. The balance of the note was $50,000 at December 31, 2020 and 2019, respectively. The accrued interest of the note was $55,500 and $32,505 at December 31, 2020 and 2019, respectively. On September 9, 2019, the Company obtained a promissory note for $410,000 at 10% interest which is due in September 9, 2020. The balance of the note, was $410,000 at December 31, 2020 and 2019, respectively. The accrued interest of the note was $53,805 and $41,000 at December 31, 2020 and 2019, respectively Paycheck Protection Program (“PPP”) Loans On April 14, 2020, the Company obtained a PPP loan of $127,400 at an interest rate of 1% with a maturity date of April 14, 2022. This loan has been forgiven as part of the 2020 US Federal government Coronavirus Aid, Relief and Economic Security Act. The balance and accrued interest at December 31, 2020 was $127,400 and $923, respectively. On May 8, 2020, the Company obtained a PPP loan of $257,500 at an interest rate of 1% with a maturity date of May 8, 2022. This loan has been forgiven as part of the 2020 US Federal government Coronavirus Aid, Relief and Economic Security Act. The balance and accrued interest at December 31, 2020 was $257,500 and $1,695, respectively. The Company obtained short-term loans from individuals. These short-term loans are due on demand and accrue interest from 12% - 18%. These short-term loans were $119,129 and $166,000 at December 31, 2020 and 2019, respectively. The accrued interest of these short-term loans was $29,544 and $30,050 at December 31, 2020 and 2019, respectively Small Business Administration (“SBA”) Loans On June 2, 2020, The Company obtained an SBA loan of $150,000 at an interest rate of 3.75% with a maturity date of June 2, 2050. The balance and accrued interest at December 31, 2020 was $149,900 and $3,310, respectively. On April 12, and June 16, 2020, the Company obtained an SBA grants of $20,000 and mature in one year from advance, if not forgiven. The balances and accrued interest at December 31, 2020 was $20,000 and $628, respectively. On October 7, 2020, the company obtained an SBA loan of $150,000 at an interest rate of 3.5% with a maturity date of October 7, 2050. The balance and accrued interest at December 31, 2020 was $149,900 and $1,239, respectively. |
10. Convertible Notes Payable
10. Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 10. CONVERTIBLE NOTES PAYABLE Some of the Convertible Notes issued as described below included an anti-dilution provisions 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. During the years ending December 31, 2020 and 2019, the Company had proceeds of $865,500 and $613,526 from convertible notes, repaid $223,397 and $218,863 to convertible noteholders resulting in balances due to convertible note holders of $2,476,647 and $1,079,825, as of December 31, 2020 and 2019, respectively net of debt discounts. The following amounts reflect debt discount of $108,320 and $828,468 as of December 31, 2020 and 2019, respectively. During the years ending December 31, 2020 and 2019, the Company recorded amortization of debt discounts of $1,192,044 and $972,047 during the years ending December 31, 2020 and 2019, respectively. During the years ended December 31, 2020 and 2019, respectively, the Company converted $196,291 and $422,809 of convertible debt and $49,466 and $53,255 in interest, penalties, and fees into 5,014,697 shares of the company’s Common Stock. Convertible notes at December 31, 2020 and December 31, 2019 are summarized as follows: Year Ended December 31, 2020 2019 Convertible notes payable - unrelated party $ 2,584,967 $ 1,908,293 Convertible notes payable - related party – – Total convertible debt 2,584,967 1,908,293 Discounts on convertible notes payable (108,320 ) (828,468 ) Total convertible debt less debt discount 2,476,647 1,079,825 Current portion 2,476,647 595,257 Long-term portion $ – $ 484,568 Convertible Notes Payable – Unrelated Party Note 1 On April 21, 2008, the Company entered into an unsecured Convertible Debenture (“Debenture 1”) with a shareholder in the amount of $150,000.. Debenture 1 bore interest at 12% per year, matured in August 2009, and was unsecured. All principal and unpaid accrued interest was due at maturity. On March 11, 2009, the Company entered into an unsecured Convertible Debenture (“Debenture 2”) with a shareholder in the amount of $15,000. Debenture 2 bore interest at 12% per year, matured on March 11, 2014. All principal and unpaid accrued interest was due at maturity. The Company was in default on Debenture 2. The note is in default and currently accrues interest at the default interest rate of 12%. Note 7 On February 9, 2016, the Company entered into a 15% convertible line of credit 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, which matured on February 9, 2017. Note 7, is currently in default and accrues at a default interest rate of 20%. Note 7-1 On October 28, 2016, the Company received $25,000 cash pursuant to the terms of Note 7, which matured on October 28, Note 7-1 is currently in default and accrues at a default interest rate of 20%. Note 8 On March 8, 2016, the Company entered into a 15% convertible promissory note in the principal of $50,000 \with an unrelated entity for services rendered. Note 8 is matured on March 8, 2017. Note 8 is currently in default and accrues at a default interest rate of 20%. Note 9 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, 2017Note 9 is currently in default and accrues at a default interest rate of 20%. Note 10 On January 24, 2017, the Company entered into a 10% convertible promissory note in the principal of $80,000 with an unrelated entity for services rendered. Note 10 is matured on January 24, 2018. Note 10 is currently in default and accrues at a default interest rate of 20%. Note 11-1 On February 21, 2017, the Company received $25,000 cash pursuant to the terms of Note 11, which matured on February 21, 2018. Note 11-1 is currently in default and accrues at a default interest rate of 20%. Note 11-2 On March 16, 2017, the Company received $40,000 cash pursuant to the terms of Note 11-2, which matured on March 16, 2018. Note 11-2 is currently in default and accrues at a default interest rate of 20%. Note 13-1 & -2 On April 21, 2017, the Company entered into a convertible promissory note with an unrelated entity in the amount $330,000, with original issue discount of $30,000 for net cash to the company of $300,000 (“Note 13-1”). Note 13-1 matured on April 21, 2018. On July 24, 2018, Note 13-1 was purchased by an unrelated party with a new Replacement Convertible Promissory Note (“Note 13-2”) in the amount of $237,909. Note 13-2 bears interest at 5%, matured on January 24, 2019. Note 22,-1,&-3 On July 10, 2018, the Company entered into a Senior Secured Convertible Promissory Note \with an unrelated entity in the amount $1,040,000, with original issue discount of $103,000, expenses of $64,160 and an interest deposit of $20,000 resulting in net cash to the company of $852,840. Note 22 matures January 10, 2021 and is current. Note 22 bears interest at a 12 % rate. Note 25 On August 13, 2018, the Company entered into a Convertible Promissory Note with an unrelated entity in the amount $126,560, with original issue discount of $13,560 and expenses of $13,000 resulting in net cash to the company of $100,000. Note 25 matured February 13, 2019 and is currently in default. The default interest rate is 18%. Note 26 On August 10, 2017, the Company entered into a Debt Purchase Agreement with an unrelated entity in the amount $20,000. The Note matured January 27, 2018 and is currently in default. The default interest rate is 15%. Note 29 On May 10, 2019, the Company entered into an 8% Convertible Secured Redeemable Note (“Note 29”) with an unrelated entity in the amount $150,000 and expenses of $7,500 resulting in net cash to the company of $142,500. Note 29 is secured, prior to maturity of May 10, 2020. On November 8, 2019, Note 29 was purchased by and assigned to an unrelated party upon execution of Amendment No. 1 to Convertible Promissory Note. The amount assigned was the existing principal amount of the Note 29 of $150,000 and accrued interest of $5,917.81 (“Note 29-1”) plus a new 8% Convertible Secured Redeemable Note (“Note 29-2). The total amount assigned to the new note holder is $218,284.93. Note 29-2 bears interest at 8%, matured on November 8. The note is in default and currently accrues interest at the default interest rate of 24%.. Note 30 On July 26, 2019, the Company entered into a Convertible Note Payable (“Note 30”) with an unrelated entity in the amount $73,500, with expenses of $3,000 resulting in net cash to the company of $70,500. Note 30 matured on July 26, 2020. The note is in default and currently accrues interest at the default interest rate of 22%. Note 31 On August 28, 2019, the Company entered into an 8% Convertible Secured Redeemable Note with an unrelated entity in the amount $120,000, with expenses of $6,000 resulting in net cash to the company of $114,000. Note 31 matured August 28, 2020. The note is in default and currently accrues interest at the default interest rate of 24%. Note 32 On May 22, 2019, the Company received $25,000 from a draw on the line of credit. Note 32 matured May 22, 2020. The note is in default and currently accrues interest at the default interest rate of 20%. Note 33 On February 11, 2020, the Company entered into a 6% Convertible Promissory Note with an unrelated entity in the amount $157,500, with original issue discount of $7,500 and expenses of $7,500 resulting in net cash to the company of $142,500. Note 33 is matures February 11, 2021. Note 34 On May 18, 2020, the Company entered into a 6% Convertible Promissory Note with an unrelated entity in the amount $63,000 and expenses of $3,000 resulting in net cash to the company of $60,000. Note 34 matures May 18, 2021. Note 35 On August 24, 2020, the Company entered into a 6% Convertible Promissory Note with an unrelated entity in the amount $85,000 with expenses of $3,500 resulting in net cash to the company of $81,500. Note 35 matures August 24, 2021. Note 36-1 On September 03, 2020, the Company entered into a 10% Senior Secured Convertible Promissory Note with an unrelated entity in the amount $733,500, with original issue discount of $183,500 resulting in net cash to the company of $550,000. Note 36-1 matures September 03, 2021. Note 36-2 On November 03, 2020, the Company entered into a 10% Senior Secured Convertible Promissory Note with an unrelated entity in the amount $733,500, with original issue discount of $183,500 resulting in net cash to the company of $550,000. Note 36- matures November 3, 2021. The first tranche executed upon closing, the Company received $90,000 and a second tranche of $30,000 resulting in net cash to the Company of $120,000. Note 36-3 On December 29, 2020, the Company entered into a 10% Senior Secured Convertible Promissory Note with an unrelated entity in the amount $126,500, with original issue discount of $13,560 resulting in net cash to the company of $113,000. Note 36-3 matures June 03, 2021 and is current. Note 37-1 On September 03, 2020, the Company entered into a 10% Senior Secured Convertible Promissory Note \ with an unrelated entity in the amount $200,000, with original issue discount of $50,000 resulting in net cash to the company of $150,000. Note 37-1 matures June 3, 2021. This Note became eligible to convert April 03, 2021 and is convertible into shares of the Company’s common stock as defined in the agreement. The first tranche executed upon closing; the Company received $50,000 resulting in net cash to the Company of $100,000. Note 37-2 On November 02, 2020, the Company entered into a 10% Senior Secured Convertible Promissory Note with an unrelated entity in the amount $200,000, with original issue discount of $50,000 resulting in net cash to the company of $150,000. Note 37-2 matures November 3, 2021. The first tranche executed upon closing; the Company received $50,000 resulting in net cash to the Company of $100,000. Note 37-3 On December 29, 2020, the Company entered into a 10 % Senior Secured Convertible Promissory Note \ with an unrelated entity in the amount $200,000, with original issue discount of $50,000 resulting in net cash to the company of $150,000. Note 37-3 matures December 29, 2021. The first tranche executed upon closing; the Company received $50,000 resulting in net cash to the Company of $100,000. As of December 31, 2020, the Company’s derivative liabilities are embedded derivatives associated with the Company’s convertible notes payable. Due to the Notes’ conversion features, the actual number of shares of common stock that would be required if a conversion of the note as described in Note 9 was made through the issuance of the Company’s common stock cannot be predicted. As a result, the conversion feature requires derivative accounting treatment and will be bifurcated from the note and “marked to market” each reporting period through the statement of operations. The Company used the Black-Scholes Model to measure the fair value of the derivative liabilities, resulting in a valuation measurement of $2,405,358 and $3,102,392 at December 31, 2020 and 2019, respectively. The valuation of the derivative liabilities attached to the convertible debt was arrived at through the use of the Black-Scholes Option Pricing Model (“Black-Scholes Model”). Refer to Note 10 for the derivative liabilities associated with convertible debt instruments, at December 2020 and 2019. The following is a schedule of convertible notes payable from December 31, 2019 to December 31, 2020. Note # Issuance Maturity Principal Balance 12/31/19 New Loan Cash Paydown Principal Conversions Shares Issued Upon Conversion Principal Balance 12/31/20 Accrued Interest on Convertible Debt at 12/31/19 Interest Expense On Convertible Debt For the Year Ended 12/31/20 Accrued Interest on Convertible Debt at 12/31/20 Unamortized Debt Discount At 12/31/20 1 8/21/2008 8/21/2009 $ 150,000 $ – $ – $ – – $ 150,000 $ 204,608 $ 16,300 $ 225,800 $ – 7 2/9/2016 On demand 8,485 – – – – 8,485 2,412 1,537 4,431 – 7-1 10/28/2016 10/28/2017 25,000 – – – – 25,000 10,321 4,528 23,120 – 8 3/8/2016 3/8/2017 1,500 – – – – – 9,863 272 – – 9 9/12/2016 9/12/2017 80,000 – – – – 80,000 47,876 14,489 64,701 – 10 1/24/2017 1/24/2018 32,621 – – – – 55,000 23,212 5,908 42,134 – 11-1 2/21/2017 2/21/2018 9,733 – – – – – 2,533 1,763 – – 11-2 3/16/2017 3/16/2018 20,032 – – – – 21,345 2,367 3,628 4,433 – 13-2 7/24/2018 1/24/2019 92,205 – (48,246 ) – – 43,961 24,002 1,990 1,525 – 22 7/10/2018 1/10/2021 953,414 – (144,905 ) – – 838,433 87,762 – 74,654 12,634 22-1 2/20/2019 1/10/2021 – – 61,704 – – 61,704 6,350 6,705 – – 22-3 4/10/2019 1/10/2021 – – 56,095 – – 56,095 5,145 6,096 – – 25 8/13/2018 2/13/2019 78,314 – 48,246 (8,268 ) 1,140,161 118,292 17,226 19,283 6,811 – 26 8/10/2017 1/27/2018 20,000 – – – – 20,000 4,533 2,717 7,533 – 29-1 11/8/2019 11/8/2020 141,122 – – (40,225 ) 924,249 101,374 2,409 7,309 178 – 29-2 11/8/2019 11/8/2020 62,367 – – – – 62,367 – 13,555 7,176 – 30 7/26/2019 7/26/2020 73,500 – – (73,500 ) 30,913 – 1,909 463 – – 31 8/28/2019 8/28/2020 120,000 – – (58,170 ) 1,356,979 61,839 3,288 13,438 10,825 – 32 5/22/2019 5/22/2020 25,000 – – – – 25,000 2,291 4,528 7,301 – 33 2/11/2020 2/11/2021 – 157,500 – (3,328 ) 355,556 153,672 – 7,438 8,384 14,364 34 5/18/2020 5/18/2021 – 63,000 – (12,800 ) 1,206,838 50,200 – 1,699 2,414 35,150 35 8/24/2020 8/24/2021 – 85,000 – – – 85,000 – 1,640 1,803 – 36-1 9/3/2020 1/3/2021 – 120,000 – – – 127,200 – 3,563 3,969 922 36-2 11/3/2020 1/3/2021 – 120,000 – – – 120,000 – 1,752 1,937 1,475 36-3 12/29/2020 1/3/2021 – 120,000 – – – 120,000 – 89 98 18,000 37-1 9/3/2020 6/30/2021 – 67,000 – – – 67,000 – 1,989 2,197 11,162 37-2 11/2/2020 6/30/2021 – 66,500 – – – 66,500 – 987 1,090 8,319 37-3 12/29/2020 6/30/2021 – 66,500 – – – 66,500 – 49 55 6,295 $ 1,893,293 $ 865,500 $ (27,106 ) $ (196,291 ) 5,014,696 $ 2,584,967 $ 458,107 $ 143,715 $ 502,569 $ 108,320 |
11. Fair Value Measurement
11. Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | 11. 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 below. 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, 2020, and December 31, 2019, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of December 31, 2020 and 2019, respectively, in the amounts of $2,903,663 and $3,655,518, have a level 3 classification. Please refer to Note 2 for further explanation. 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, 2020, the Company’s stock price decreased from its 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 Black-Scholes Model to measure the fair value of the derivative liabilities as $2,903,663 and $3,655,518 on December 31, 2020 and 2019, respectively, and will subsequently remeasures 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 following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the year ended December 31, 2019: Derivative Liability, December 31,2018 $ 1,870,625 Day 1 Loss 24,762,381 Discount from derivatives 1,275,912 Resolution of derivative liability upon conversion (2,856,994 ) Mark to market adjustment 21,396,406 Derivative Liability, December 31, 2019 $ 3,655,518 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, 2020, 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. Derivative Liability, December 31, 2019 $ 3,655,518 Day 1 Loss 564,952 Discount from derivatives 294,000 Derivatives settled (611,141 ) Mark to market adjustment (999,666 ) Derivative Liability, December 31, 2020 $ 2,903,663 The above tables also include derivative liabilities related to warrants to purchase common stock of $6,135 at December 31, 2020. Net gain for the period included mark-to-market adjustments relating to the liabilities held during the year ended December 31, 2019 in the amounts of $2,340. The valuation of the derivative liabilities attached to the convertible debt was arrived at through the use of the Black-Scholes Option Pricing Model (“Black-Scholes Model”) using the following assumptions: Year Ended December 31, 2020 2019 Volatility 204.5% - 1,005.9% 378.8% - 1,872.7% Risk-free interest rate .099% - .18% 1.59% - 1.62% Expected term .33 – 2.5 .47 – 2.8 |
12. Capital Stock
12. Capital Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
CAPITAL STOCK | 12. CAPITAL STOCK Preferred Stock During January 2020, we facilitated a reverse split of several classes our Preferred Stock which has been given retrospective treatment in these financial statements. In addition to the reverse stock split, management established new rights and privileges for certain classes of preferred stock. The reverse split ratio ranges from 1.6:1 to 307.7:1 resulting in a reclassification of $11,837,482 from preferred stock to additional paid in capital. The rights and privileges were changed with unanimous consent of all parties. All holders agreed to replace existing rights and privileges with new uniform conditions and a simplified uniform preferred $4.00 per share stated value. Holders of Series B, D, D1, E, E1, F, F1, G, G1, H, H1, I, J, J1, L, L1, M, and P Preferred Stock shall have conversion rights that are affected by the closing common share market price on the date of conversion as reported on such national exchange where the Company’s common stock is traded: i. If the closing market price is less than $4 per share one (1) share of the respective Series of Preferred Stock described in this Section 4(a) shall convert into an amount of common stock equal to: two (2) times the Stated Value, as defined herein, divided by the closing market price as reported on such national exchange where the Company’s common stock is traded on the date of conversion. For Example. If the closing price of the common stock as reported on such national exchange where the Company’s common stock is traded is $1.00 and the Stated Value is $4.00, one (1) preferred share would convert into eight (8) shares of common stock. ii. If the closing market price is equal to or greater than $4 per share one (1) share of the respective Series of Preferred Stock described in this Section 4(a) shall convert into two (2) shares of common stock. For Example. If the closing price of the common stock as reported on such national exchange where the Company’s common stock is traded is $5.00 one (1) preferred share would convert into two (2) shares of common stock. Holders of Series C Preferred Stock shall have Conversion Rights such that upon Conversion each one (1) share of Series C Preferred Stock shall convert into one hundred thousand (100,000) shares of the Common Stock. In the event that the Company should up list to a national exchange as defined by the U.S. Securities and Exchange Commission, each share of Series C Preferred Stock shall automatically be redeemed by the Company in exchange for a total of Fifty Thousand Dollars ($50,000.00) worth of the Common Stock, valued at the time of redemption. Holders of the Series K and K1 Preferred Stock shall have Conversion Rights such that upon Conversion each one (1) share of Series K and K1 Preferred Stock shall convert into 1.25 shares of the Common Stock. Holders of Series R Preferred Stock shall be the amount equal to $0.30; provided, however if the price of the Common Stock closes below $0.30 for the five (5) consecutive Trading Days immediately prior to the Conversion Date, then the Conversion Price shall be adjusted to $0.20, and if the price of the Common Stock closes below $0.20 for the five (5) consecutive Trading Days immediately prior to the Conversion Date, then the Conversion Price shall be adjusted to $0.10. Common Stock During the twelve months ended December 31, 2019, we executed the following transactions: · 59,382 shares of common stock were issued upon conversion of certain convertible notes payable. · May 8, 2019, the Company issued 50 shares of common stock with a par value of $0.001 pursuant to the terms of the Acquisition Agreement. · On March 21, 2019, the Company completed a reverse stock split of 1,500:1 for common shares. · On April 26, 2019, conversion of 55,000,000 series I shares were converted to common stock of 8,250 · On August 24, 2020, 163,814 shares were issued to a financial advisor for services. During the twelve months ended December 31, 2020, we executed the following transactions: · 5,014,697 shares of common stock were issued upon conversion of certain convertible notes payable. · On January 9, 2020, we issued 25,000 warrants and a free trading common share certificate in the amount of 3,500 shares of common stock for settlement of a threatened lawsuit, refer to Note 14. · On May 11, 2020, the Company completed a reverse stock split of 10,000:1 for common shares. · On August 24, 2020, 163,814 shares were issued to a financial advisor for services. · · |
13. Warrants
13. Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | 13. WARRANTS The initial and ending valuation of the warrants as of December 31, 2020 are as follows: Year Ended Initial Valuation $ 6,135 Ending Value $ 3,795 The table below set forth the assumptions for the Black-Scholes Model on each initial date and December 31, 2020: Year Ended Volatility 1,847% - 1,861% Risk-free interest rate 1.60% - 1.83% Expected term 0.5 – 7.0 The initial and ending valuation of the warrants as of December 31, 2019 are as follows: Year Ended Initial Valuation $ 3,795 Ending Value $ 6,135 The table below set forth the assumptions for the Black-Scholes Model on each initial date and December 31, 2019: Year Ended Volatility 1,847% - 1,861% Risk-free interest rate 1.60% - 1.83% Expected term 0.5 – 7.0 Accordingly, the Company recorded warrant expense of $2,340 during the year ended December 31, 2019. The following tables summarize all warrant outstanding as of December 31, 2020, and the related changes during this period. The warrants expire three years from grant date, which as of December 31, 2020 is 1.31 years. The intrinsic value of the warrants as of December 31, 2020 was $-0-. Number of Weighted Stock Warrants Balance at January 1, 2020 6,614,287 $ 0.21 Granted – – Exercised – – Expired – – Balance at December 31, 2020 6,614,287 0.21 Warrants Exercisable at December 31, 2020 6,614,287 $ 0.21 |
14. Commitments and Contingenci
14. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Operating Leases The Company had operating lease expense of $87,649 and $210,286 for the year ended December 31, 2020 and 2019, respectively, consisting of the followings. For the year ended December 31, December 31, Lot $ 408 $ 65,208 Office 87,169 71,557 Total $ 87,649 $ 136,765 The Company has property leases’ future commitments are as follows at December 31, 2020: 2020 $ 50,916 2021 8,486 $ 59,402 We have an employment agreement, renewed May 15, 2014, with the Chairman, Mr. Thompson amended on July 15, 2020, effective July 15, 2020 to December 31, 2025 with automatic extension for additional successive one (1) year renewals terms unless terminated as defined the agreement. We provide for compensation of $30,000 per month along with additional incentives. We have an employment agreement with the Chief Executive Officer, Mr. Cunningham, amended on July 15, 2020, effective on July 15, 2020 to December 31, 2025 with automatic extension for additional successive one (1) year renewals terms unless terminated as defined the agreement. We provide for compensation of $30,000 per month. We have an employment agreement with the Chief Operating Officer, effective June 13, 2016 to December 31, 2021 with automatic extension for additional successive one (1) year renewals terms unless terminated as defined in the agreement. We provide for compensation of $10,000 per month. We have an employment agreement with a subsidiary manager, effective May 31, 2019 with a term of 5 years, whereby we provide for compensation of $17,333 per month along with a bonus incentive if financial performance measures are met. We have an employment agreement with a subsidiary manager, effective July 1, 2018 with a term of 5 years, whereby we provide for compensation of $20,000 per month along with a bonus incentive if financial performance measures are met. 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. On December 31, 2020, the Company’s Chief Financial Officer resigned and was replaced on February 8, 2021. Whereby we provide for compensation of $8,500 per month along with a bonus contingent upon successful up listing on Nasdaq with preferred share and stock options. The Company is currently in negotiations for the purchase two companies planning to finalize in first two quarters of 2021. One purchase is for $11,000,000 for a time share removal service and other is for $9,213,083 for medical doctor’s office who specializes in orthopedic care and surgery. The Company acquired Redrock Travel on May 1, 2018. It was determined by the Board of Directors to terminate the acquisition agreement and to file with the State of Florida the cancelation of the Redrock Stock Class. The Company settled a threatened lawsuit related to this entity with issuance of common shares, refer to Note 11. From time to time the Company may be involved in various asserted claims and legal proceedings arising in the ordinary course of business, some of which may involve claims for substantial amounts. |
15. Income Taxes
15. Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 15. INCOME TAXES At December 31, 2020, the Company had federal and state net operating loss carry forwards of approximately $17,330,000 Due to operating losses, there is no provision for current federal or state income taxes for the years ended December 31, 2020 and 2019. 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, 2020 and 2019 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $4,391,000 and $3,815,102, respectively, less a valuation allowance in the amount of approximately $4,391,000 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 2020 and 2019. The valuation allowance increased by approximately $576,700 for the year ended December 31, 2020. The Company’s total deferred tax asset as of December 31, 2020 and 2019 is as follows: 2020 2019 Deferred tax assets $ 4,391,000 $ 3,815,102 Valuation allowance (4,391,000 ) (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, 2020 and 2019 is as follows: 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. |
16. Segment Reporting
16. Segment Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 16. SEGMENT REPORTING The Company has two reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information (1) Affordable Housing (We Three), and (2) Tax Resolution Services (Platinum Tax and Key Tax) These segments are a result of differences in the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting, human resources, legal and credit and collections, are partially allocated to the three operating segments. Other revenue consists of nonrecurring items. The Affordable Housing segment leases and sells mobile homes as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, large monthly mortgage payments and high property taxes and insurance which is a common trait of brick-and-mortar homes. Additionally, if bad credit is an issue preventing potential homeowners from purchasing a traditional house, the Company will provide a "lease to own" option so people secure their family home. Platinum Tax Defenders and Key Tax 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. As of As of December 31, 2020 December 31, 2019 Assets: Affordable Housing Rentals $ 258,813 $ 299,565 Financial Services 4,369,195 4,302,238 Others 302,139 314,002 Consolidated assets $ 4,930,147 $ 4,915,805 December 31, 2020 December 31, 2019 Revenues: Affordable Housing Rentals $ 138,832 $ 176,882 Financial Services 3,314,226 3,530,480 Other – – Consolidated revenues $ 3,453,058 $ 3,707,360 Cost of Sales: Affordable Housing Rentals $ 156,191 $ 174,433 Financial Services 1,511,995 1,491,053 Other – – Consolidated cost of sales $ 1,668,146 $ 1,665,486 Income (Loss) from operations from subsidiaries Affordable Housing Rentals $ (40,378 ) $ (18,720 ) Financial Services (190,338 ) 114,773 Loss from operations $ (230,716 ) $ 96,053 Loss from operations from Cardiff Lexington $ (1,573,435 ) $ (1,374,409 ) Income (Loss) before taxes Affordable Housing Rentals $ (40,378 ) $ (18,720 ) Financial Services (187,943 ) 82,354 Corporate and administration (2,608,572 ) (7,243,540 ) Consolidated income (loss) before taxes $ (2,836,893 ) $ (7,179,906 ) |
1. Summary of Significant Acc_2
1. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Legacy Card Company, LLC (“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 Lexington”, the “Company”), a publicly held corporation. In the first quarter of 2013, it was decided to restructure Cardiff Lexington 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 potential access to capital markets provided by affiliation with a publicly-traded company. Cardiff Lexington 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 Lexington consists of the following wholly owned subsidiaries: We Three, LLC dba Affordable Housing Initiative (“AHI”), acquired May 15, 2014 Romeo’s Alpharetta, LLC dba Romeo’s NY Pizza (“Romeo’s Pizza”), acquired June 30, 2014; Sold July 1, 2020. Edge View Properties, Inc., (“Edge View”) acquired July 16, 2014 Repicci’s Franchise Group, LLC (“Repicci’s Group”), acquired August 10, 2016; Sold June 1, 2020. Platinum Tax Defenders, LLC (“Platinum Tax”), acquired July 31, 2018 JM Enterprises 1, Inc. dba Key Tax Group (“Key Tax”), acquired May 2019 Red Rock Travel Group, LLC (“Red Rock”), acquired July 31, 2018, discontinued May 31, 2019 |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Cardiff, and its wholly-owned subsidiaries: AHI dba We Three, LLC, Edge View, Platinum Tax, and Key tax, and subsidiaries shown as discontinued operations includes Red Rock Travel Group, LLC, Romeo’s, and Repicci’s. 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 condensed consolidated financial results. Subsidiaries discontinued are shown as discontinued operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates. |
Change in Capital Structure | Change in Capital Structure In the first quarter of 2019, the Company executed a reverse stock split of 1,500:1 effective March 21, 2019. In January 2020, the Company announced a reverse split of several of its Preferred Stock Classes which has been given retrospective treatment in the consolidated financial statements. In May 2020, the Company affected a 10,000:1 reverse split of Common Stock which has been given retrospective treatment in the financial statements for all periods presented. |
COVID-19 Pandemic | COVID-19 Pandemic The outbreak of a novel coronavirus throughout the world, including the United States, during early calendar year 2020 has caused widespread business and economic disruption through mandated and voluntary business closings and restrictions on the movement and activities of people (“COVID-19 Pandemic”). The extent of the impact of the COVID-19 Pandemic on the Company's business is highly uncertain and difficult to predict, as the response to the COVID-19 Pandemic is rapidly evolving in many countries, including the United States and other markets where the Company operates. It is expected that many of the Company's customers and suppliers could be impacted by these closings and restrictions which could materially and adversely affect demand for our products, our ability to obtain or deliver inventory or services, and our ability to collect accounts receivables as customers face higher liquidity and solvency risk. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 Pandemic, and it is possible that it could cause an economic downturn, recession, or depression. Such economic disruption could have a material adverse effect on our business. Policymakers around the world have responded with fiscal and monetary policy actions to support the economy. The magnitude and overall effectiveness of these actions remains uncertain. |
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. 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. Our tax services subsidiaries receive payments in advance of service and are recorded as deferred revenue. Revenues are as services are provided. |
Rental Income | Rental Income The Company’s rent revenue 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, 2020 and 2019. 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. |
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. The Company has no cash equivalents. |
Accounts receivable | 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 which was $21,870 and none as of December 31, 2020 and 2019, respectfully. As of December 31, 2020 and 2019, the Company had accounts receivable of $16,377 and $99,540, respectively. Accounts receivables are primarily generated from our subsidiaries in their normal course of business. |
Property, Equipment and Leasehold Improvements | Property, Equipment and Leasehold Improvements Property, equipment, and leasehold improvements are carried at cost. Expenditures for renewals and betterments that extend the useful lives of property, equipment or leasehold improvements are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated using the straight-line method for financial reporting purposes 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 |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and indefinite-lived brands are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believe such assumptions are also comparable to those that would be used by other marketplace participants. During years-ended December 31, 2020 and 2019, the company did not recognize any Goodwill impairment. The Company based this decision on impairment testing of 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 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. |
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”) discount against the face amount of the respective debt instrument (offset to additional paid in capital). When the Company records a BCF which is not a conventional convertible, the 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 term 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 December 31, 2020 and 2019. Please refer to Note 2 for further explanation. Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2020 $ – $ – $ 2,903,663 $ 2,903,663 Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2019 $ – $ – $ 3,655,518 $ 3,665,518 |
Stock-Based Compensation | Stock-Based Compensation 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. |
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | 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 years ended December 31, 2020 and 2019 the Company did not have any interest and penalties associated with tax positions. As of December 31, 2020 and 2019, 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 |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of December 31, 2020, 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. 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 cash flow 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. |
Accounting Pronouncements | Accounting Pronouncements 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. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform with the current year presentation. |
1. Summary of Significant Acc_3
1. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Depreciation is calculated using the straight-line method for financial reporting purposes 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 December 31, 2020 and 2019. Please refer to Note 2 for further explanation. Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2020 $ – $ – $ 2,903,663 $ 2,903,663 Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2019 $ – $ – $ 3,655,518 $ 3,665,518 |
2. Restatement of Previously _2
2. Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements | |
Schedule of financial statements | The following table summarizes the impacts of the error corrections on the Company's financial statements for each of the periods presented below: i. Balance sheet Impact of correction of error December 31, 2019 (Audited) As previously reported Adjustments As restated Total assets $ 4,915,805 $ – $ 4,915,805 Derivative liability 3,102,392 553,127 3,655,519 Net, liabilities of discontinued operations 2,555,837 263,148 2,818,985 Other 5,168,005 – 5,168,005 Total liabilities 10,826,234 816,275 11,642,509 Accumulated deficit (61,742,235 ) (816,275 ) (62,558,510 ) Others 55,831,806 – 55,831,806 Total deficiency in shareholders' equity $ (5,910,429 ) $ (816,275 ) $ (6,726,704 ) Impact of correction of error March 31, 2020 (Unaudited) As previously reported Adjustments As restated Total assets $ 5,268,016 $ – $ 5,268,016 Derivative liability 7,416,815 (176,308 ) 7,240,507 Net, liabilities of discontinued operations 2,863,541 63,545 2,927,086 Other 6,045,172 – 6,045,172 Total liabilities 16,325,528 (112,763 ) 16,212,765 Accumulated deficit (67,402,951 ) 112,763 (67,290,188 ) Others 56,345,439 – 56,345,439 Total deficiency in shareholders' equity $ (11,057,512 ) $ 112,763 $ (10,944,749 ) Impact of correction of error June 30, 2020 (Unaudited) As previously reported Adjustments As restated Total assets $ 5,146,980 $ – $ 5,146,980 Derivative liability 6,936,309 903,272 7,839,581 Net, liabilities of discontinued operations 2,374,181 368,349 2,742,530 Other 6,016,924 – 6,016,924 Total liabilities 15,327,414 1,271,621 16,599,035 Accumulated deficit (66,800,912 ) (1,271,621 ) (68,072,533 ) Others 56,620,478 – 56,620,478 Total deficiency in shareholders' equity $ (10,180,434 ) $ (1,271,621 ) $ (11,452,055 ) Impact of correction of error September 30, 2020 (Unaudited) As previously reported Adjustments As restated Total assets $ 4,944,770 $ – $ 4,944,770 Derivative liability 3,168,106 (350,869 ) 2,817,237 Net, liabilities of discontinued operations 2,425,100 300,164 2,725,264 Other 6,437,026 – 6,437,026 Total liabilities 12,030,232 (50,705 ) 11,979,527 Accumulated deficit (63,858,637 ) 50,705 (63,807,932 ) Others 56,773,175 – 56,773,175 Total deficiency in shareholders' equity $ (7,085,462 ) $ 50,705 $ (7,034,757 ) Impact of correction of error December 31, 2020 (Audited) As previously reported Adjustments As restated Total assets $ 4,930,147 $ – $ 4,930,147 Derivative liability 2,405,358 498,305 2,903,663 Net, liabilities of discontinued operations 2,441,965 249,730 2,691,695 Other 8,207,123 – 8,207,123 Total liabilities 13,054,446 748,035 13,802,481 Accumulated deficit (64,835,220 ) (748,035 ) (65,583,255 ) Others 56,710,921 – 56,710,921 Total deficiency in shareholders' equity $ (8,124,299 ) $ (748,035 ) $ (8,872,334 ) ii. Statement of operations Impact of correction of error - year Year ended December 31, 2019 (Audited) As previously reported Adjustments As restated Loss from operations $ (1,271,268 ) $ – $ (1,271,268 ) Change in value of derivative liability (2,482,145 ) (553,127 ) (3,035,272 ) Others (2,274,561 ) – (2,274,561 ) Other income (expense) (4,756,706 ) (553,127 ) (5,309,833 ) Net loss before discontinued operations (6,027,974 ) (553,127 ) (6,581,101 ) Loss from discontinued operations (335,658 ) (263,148 ) (598,806 ) Net loss $ (6,363,632 ) $ (816,275 ) $ (7,179,907 ) Basic and Diluted Earnings (loss) per Share Continued Operations (250.53 ) (282.66 ) Discontinued Operations (13.21 ) (23.57 ) Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 25,401 25,401 Discontinued Operations 25,401 25,401 Impact of correction of error - quarter Quarter ended March 31, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (257,028 ) $ – $ (257,028 ) Change in value of derivative liability (4,467,534 ) 729,435 (3,738,099 ) Others (327,917 ) – (327,917 ) Other income (expense) (4,795,451 ) 729,435 (4,066,016 ) Net loss before discontinued operations (5,052,479 ) 729,435 (4,323,044 ) Loss from discontinued operations (523,280 ) 199,603 (323,677 ) Net loss (5,575,759 ) 929,038 (4,646,721 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (5,575,759 ) $ (676,228 ) $ (6,251,987 ) Basic and Diluted Earnings (loss) per Share Continued Operations (49.17 ) (57.69 ) Discontinued Operations (5.09 ) (3.15 ) Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 102,762 102,762 Discontinued Operations 102,762 102,762 Impact of correction of error - quarter Three months ended June 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (126,833 ) $ – $ (126,833 ) Change in value of derivative liability (28,750 ) (1,079,579 ) (1,108,329 ) Others (347,536 ) – (347,536 ) Other income (expense) (376,286 ) (1,079,579 ) (1,455,865 ) Net loss before discontinued operations (503,119 ) (1,079,579 ) (1,582,698 ) Loss from discontinued operations (103,390 ) (304,804 ) (408,194 ) Gain from disposal from discontinued operations 216,013 – 216,013 Income (loss) from discontinued operations 112,623 (304,804 ) (192,181 ) Net loss (390,496 ) (1,384,383 ) (1,774,879 ) Deemed dividend on preferred stock – – – Net loss attributable to common stockholders $ (390,496 ) $ (1,384,383 ) $ (1,774,879 ) Basic Earnings (loss) per Share Continued Operations $ (3.19 ) $ (10.03 ) Discontinued Operations $ 0.71 $ (1.22 ) Diluted Earnings (loss) per Share Continued Operations $ – $ (10.03 ) Discontinued Operations $ – $ (1.22 ) Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 157,856 157,856 Discontinued Operations 157,856 157,856 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations – – Discontinued Operations – – Impact of correction of error - quarter Six months ended June 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (361,066 ) $ – $ (361,066 ) Change in value of derivative liability (3,992,316 ) (350,144 ) (4,342,460 ) Others (654,502 ) – (654,502 ) Other income (expense) (4,646,818 ) (350,144 ) (4,996,962 ) Net loss before discontinued operations (5,007,884 ) (350,144 ) (5,358,028 ) Loss from discontinued operations (78,956 ) (105,201 ) (184,157 ) Gain from disposal from discontinued operations 216,013 216,013 Income (loss) from discontinued operations 137,057 (105,201 ) 31,856 Net loss (4,870,827 ) (455,345 ) (5,326,172 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (4,870,827 ) $ (2,060,611 ) $ (6,931,438 ) Basic Earnings (loss) per Share Continued Operations $ (38.43 ) $ (53.44 ) Discontinued Operations $ 1.05 $ 0.24 Diluted Earnings (loss) per Share Continued Operations $ – $ (53.44 ) Discontinued Operations $ – $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 130,309 – 130,309 Discontinued Operations 130,309 – 130,309 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations – – 130,309 Discontinued Operations – – 6,391,483,108 Impact of correction of error - quarter Three months ended September 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (530,568 ) $ – $ (530,568 ) Change in value of derivative liability 3,864,938 1,254,140 5,119,078 Others (348,675 ) – (348,675 ) Other income (expense) 3,516,263 1,254,140 4,770,403 Net income (loss) before discontinued operations 2,985,695 1,254,140 4,239,835 (Loss) from discontinued operations (22,280 ) 68,185 45,905 (Loss) Gain from disposal of discontinued operations (21,140 ) – (21,140 ) Income (loss) from discontinued operations (43,420 ) 68,185 24,765 Net (loss) income 2,942,275 (1,322,325 ) 1,619,950 Deemed dividend on preferred stock – – – Net loss attributable to common stockholders $ 2,942,275 $ (1,322,325 ) $ 1,619,950 Basic Earnings (loss) per Share Continued Operations $ 3.08 $ 4.38 Discontinued Operations $ (0.04 ) $ 0.03 Diluted Earnings (loss) per Share Continued Operations – $ 0.00 Discontinued Operations $ (0.04 ) $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 968,379 968,379 Discontinued Operations 968,379 968,379 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations 6,394,936,792 6,394,936,792 Discontinued Operations 968,379 6,394,936,792 Impact of correction of error - year to date Nine months ended September 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (891,634 ) $ – $ (891,634 ) Change in value of derivative liability (12,378 ) 903,996 891,618 Others (1,118,177 ) – (1,118,177 ) Other income (expense) (1,130,555 ) 903,996 (226,559 ) Net income (loss) before discontinued operations (2,022,189 ) 903,996 (1,118,193 ) (Loss) from discontinued operations (101,236 ) (37,016 ) (138,252 ) (Loss) Gain from disposal of discontinued operations 194,873 194,873 Income (loss) from discontinued operations 93,637 (37,016 ) 56,621 Net (loss) income (1,928,552 ) 866,980 (1,061,572 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (1,928,552 ) $ (738,286 ) $ (2,666,838 ) Basic Earnings (loss) per Share Continued Operations $ (4.94 ) $ (6.65 ) Discontinued Operations $ 0.23 $ 0.14 Diluted Earnings (loss) per Share Continued Operations $ (4.94 ) $ (6.65 ) Discontinued Operations $ – $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 409,666 409,666 Discontinued Operations 409,666 409,666 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations 409,666 409,666 Discontinued Operations 1,444,295,468,290 1,444,295,468,290 Impact of correction of error - year Year ended December 31, 2020 (Audited) As previously reported Adjustments As restated Loss from operations $ (1,804,151 ) $ – $ (1,804,151 ) Change in value of derivative liability 379,892 54,822 434,714 Others (1,550,148 ) – (1,550,148 ) Other income (expense) (1,170,256 ) 54,822 (1,115,434 ) Net loss before discontinued operations (2,974,407 ) 54,822 (2,919,585 ) Loss from discontinued operations (125,599 ) 13,418 (112,181 ) Gain from discontinued operations 194,873 – 194,873 Income (loss) from discontinued operations 69,274 13,418 82,692 Net loss (2,905,133 ) 68,240 (2,836,893 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (2,905,133 ) $ (1,537,026 ) $ (4,442,159 ) Basic Earnings (loss) per Share Continued Operations $ (3.20 ) $ (4.98 ) Discontinued Operations $ 0.08 $ 0.09 Diluted Earnings (loss) per Share Continued Operations $ (3.20 ) $ (4.98 ) Discontinued Operations $ – $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 908,485 908,485 Discontinued Operations 908,485 908,485 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations 908,485 908,485 Discontinued Operations 1,444,295,967,109 1,444,295,967,109 |
3. Acquisitions (Tables)
3. Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Net assets acquired | The preliminary purchase allocation of the net assets acquired was finalized as follows: Key Tax Fair Value Cash $ 9,484 Accounts receivable 90,766 Key Tax Group trade name 250,000 Property and equipment 6,044 Goodwill 1,407,915 Liabilities (464,209 ) Total $ 1,300,000 |
4. Accounts payable and accru_2
4. Accounts payable and accrued expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | December 31, 2020 2019 Accounts payable $ 119,653 $ 228,971 Accrued Credit cards 28,548 86,077 Accrued Income, payroll, and other taxes 282,798 276,614 Accrued advertising 75,963 53,189 Accrued payroll 27,569 58,760 Accrue expense - other 82,543 92,353 Total $ 617,074 $ 795,964 |
5. Plant and Equipment, Net (Ta
5. Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Plant and Equipment | Plant and equipment, net as of December 31, 2020 and 2019 was $211,779 and $234,879, respectively, consisting of the following: December 31, 2020 2019 Residential housing $ 341,205 $ 341,205 Furniture, fixture, and equipment 76,017 76,017 Leasehold improvements – – Total 417,222 417,222 Less: accumulated depreciation (205,443 ) (182,343 ) Plant and equipment, net $ 211,779 $ 234,879 |
9. Notes and Loans Payable (Tab
9. Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | December 31, 2020 2019 Notes and Loans Payable - Unrelated Party $ 1,347,690 $ 617,351 Notes and Loans Payable - Related Party 37,885 84,746 Total 1,385,575 702,097 Notes and Loans Payable - Related Party 37,885 84,746 Current portion 947,912 207,351 Long-term portion $ 399,778 $ 410,000 |
10. Convertible Notes Payable (
10. Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes summary | Convertible notes at December 31, 2020 and December 31, 2019 are summarized as follows: Year Ended December 31, 2020 2019 Convertible notes payable - unrelated party $ 2,584,967 $ 1,908,293 Convertible notes payable - related party – – Total convertible debt 2,584,967 1,908,293 Discounts on convertible notes payable (108,320 ) (828,468 ) Total convertible debt less debt discount 2,476,647 1,079,825 Current portion 2,476,647 595,257 Long-term portion $ – $ 484,568 |
Schedule of convertible notes details | The following is a schedule of convertible notes payable from December 31, 2019 to December 31, 2020. Note # Issuance Maturity Principal Balance 12/31/19 New Loan Cash Paydown Principal Conversions Shares Issued Upon Conversion Principal Balance 12/31/20 Accrued Interest on Convertible Debt at 12/31/19 Interest Expense On Convertible Debt For the Year Ended 12/31/20 Accrued Interest on Convertible Debt at 12/31/20 Unamortized Debt Discount At 12/31/20 1 8/21/2008 8/21/2009 $ 150,000 $ – $ – $ – – $ 150,000 $ 204,608 $ 16,300 $ 225,800 $ – 7 2/9/2016 On demand 8,485 – – – – 8,485 2,412 1,537 4,431 – 7-1 10/28/2016 10/28/2017 25,000 – – – – 25,000 10,321 4,528 23,120 – 8 3/8/2016 3/8/2017 1,500 – – – – – 9,863 272 – – 9 9/12/2016 9/12/2017 80,000 – – – – 80,000 47,876 14,489 64,701 – 10 1/24/2017 1/24/2018 32,621 – – – – 55,000 23,212 5,908 42,134 – 11-1 2/21/2017 2/21/2018 9,733 – – – – – 2,533 1,763 – – 11-2 3/16/2017 3/16/2018 20,032 – – – – 21,345 2,367 3,628 4,433 – 13-2 7/24/2018 1/24/2019 92,205 – (48,246 ) – – 43,961 24,002 1,990 1,525 – 22 7/10/2018 1/10/2021 953,414 – (144,905 ) – – 838,433 87,762 – 74,654 12,634 22-1 2/20/2019 1/10/2021 – – 61,704 – – 61,704 6,350 6,705 – – 22-3 4/10/2019 1/10/2021 – – 56,095 – – 56,095 5,145 6,096 – – 25 8/13/2018 2/13/2019 78,314 – 48,246 (8,268 ) 1,140,161 118,292 17,226 19,283 6,811 – 26 8/10/2017 1/27/2018 20,000 – – – – 20,000 4,533 2,717 7,533 – 29-1 11/8/2019 11/8/2020 141,122 – – (40,225 ) 924,249 101,374 2,409 7,309 178 – 29-2 11/8/2019 11/8/2020 62,367 – – – – 62,367 – 13,555 7,176 – 30 7/26/2019 7/26/2020 73,500 – – (73,500 ) 30,913 – 1,909 463 – – 31 8/28/2019 8/28/2020 120,000 – – (58,170 ) 1,356,979 61,839 3,288 13,438 10,825 – 32 5/22/2019 5/22/2020 25,000 – – – – 25,000 2,291 4,528 7,301 – 33 2/11/2020 2/11/2021 – 157,500 – (3,328 ) 355,556 153,672 – 7,438 8,384 14,364 34 5/18/2020 5/18/2021 – 63,000 – (12,800 ) 1,206,838 50,200 – 1,699 2,414 35,150 35 8/24/2020 8/24/2021 – 85,000 – – – 85,000 – 1,640 1,803 – 36-1 9/3/2020 1/3/2021 – 120,000 – – – 127,200 – 3,563 3,969 922 36-2 11/3/2020 1/3/2021 – 120,000 – – – 120,000 – 1,752 1,937 1,475 36-3 12/29/2020 1/3/2021 – 120,000 – – – 120,000 – 89 98 18,000 37-1 9/3/2020 6/30/2021 – 67,000 – – – 67,000 – 1,989 2,197 11,162 37-2 11/2/2020 6/30/2021 – 66,500 – – – 66,500 – 987 1,090 8,319 37-3 12/29/2020 6/30/2021 – 66,500 – – – 66,500 – 49 55 6,295 $ 1,893,293 $ 865,500 $ (27,106 ) $ (196,291 ) 5,014,696 $ 2,584,967 $ 458,107 $ 143,715 $ 502,569 $ 108,320 |
11. Fair Value Measurement (Tab
11. Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of changes in fair value | 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, 2019: Derivative Liability, December 31,2018 $ 1,870,625 Day 1 Loss 24,762,381 Discount from derivatives 1,275,912 Resolution of derivative liability upon conversion (2,856,994 ) Mark to market adjustment 21,396,406 Derivative Liability, December 31, 2019 $ 3,655,518 Derivative Liability, December 31, 2019 $ 3,655,518 Day 1 Loss 564,952 Discount from derivatives 294,000 Derivatives settled (611,141 ) Mark to market adjustment (999,666 ) Derivative Liability, December 31, 2020 $ 2,903,663 |
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 Black-Scholes Option Pricing Model (“Black-Scholes Model”) using the following assumptions: Year Ended December 31, 2020 2019 Volatility 204.5% - 1,005.9% 378.8% - 1,872.7% Risk-free interest rate .099% - .18% 1.59% - 1.62% Expected term .33 – 2.5 .47 – 2.8 |
13. Warrants (Tables)
13. Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Valuation of warrants | The initial and ending valuation of the warrants as of December 31, 2020 are as follows: Year Ended Initial Valuation $ 6,135 Ending Value $ 3,795 The initial and ending valuation of the warrants as of December 31, 2019 are as follows: Year Ended Initial Valuation $ 3,795 Ending Value $ 6,135 |
Schedule of warrant assumptions | The table below set forth the assumptions for the Black-Scholes Model on each initial date and December 31, 2020: Year Ended Volatility 1,847% - 1,861% Risk-free interest rate 1.60% - 1.83% Expected term 0.5 – 7.0 The table below set forth the assumptions for the Black-Scholes Model on each initial date and December 31, 2019: Year Ended Volatility 1,847% - 1,861% Risk-free interest rate 1.60% - 1.83% Expected term 0.5 – 7.0 |
Schedule of warrant activity | Number of Weighted Stock Warrants Balance at January 1, 2020 6,614,287 $ 0.21 Granted – – Exercised – – Expired – – Balance at December 31, 2020 6,614,287 0.21 Warrants Exercisable at December 31, 2020 6,614,287 $ 0.21 |
14. Commitments and Contingen_2
14. Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule operating Leases | The Company had operating lease expense of $87,649 and $210,286 for the year ended December 31, 2020 and 2019, respectively, consisting of the followings. For the year ended December 31, December 31, Lot $ 408 $ 65,208 Office 87,169 71,557 Total $ 87,649 $ 136,765 |
Schedule of future lease commitments | The Company has property leases’ future commitments are as follows at December 31, 2020: 2020 $ 50,916 2021 8,486 $ 59,402 |
15. Income Taxes (Tables)
15. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | The Company’s total deferred tax asset as of December 31, 2020 and 2019 is as follows: 2020 2019 Deferred tax assets $ 4,391,000 $ 3,815,102 Valuation allowance (4,391,000 ) (3,815,102 ) Net deferred tax asset $ – $ – |
16. Segment Reporting (Tables)
16. Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | As of As of December 31, 2020 December 31, 2019 Assets: Affordable Housing Rentals $ 258,813 $ 299,565 Financial Services 4,369,195 4,302,238 Others 302,139 314,002 Consolidated assets $ 4,930,147 $ 4,915,805 December 31, 2020 December 31, 2019 Revenues: Affordable Housing Rentals $ 138,832 $ 176,882 Financial Services 3,314,226 3,530,480 Other – – Consolidated revenues $ 3,453,058 $ 3,707,360 Cost of Sales: Affordable Housing Rentals $ 156,191 $ 174,433 Financial Services 1,511,995 1,491,053 Other – – Consolidated cost of sales $ 1,668,146 $ 1,665,486 Income (Loss) from operations from subsidiaries Affordable Housing Rentals $ (40,378 ) $ (18,720 ) Financial Services (190,338 ) 114,773 Loss from operations $ (230,716 ) $ 96,053 Loss from operations from Cardiff Lexington $ (1,573,435 ) $ (1,374,409 ) Income (Loss) before taxes Affordable Housing Rentals $ (40,378 ) $ (18,720 ) Financial Services (187,943 ) 82,354 Corporate and administration (2,608,572 ) (7,243,540 ) Consolidated income (loss) before taxes $ (2,836,893 ) $ (7,179,906 ) |
1. Summary of Significant Acc_4
1. Summary of Significant Accounting Policies (Details - Estimated useful lives) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment, furniture and fixtures [Member] | |
Property useful lives | 5-7 years |
Leasehold Improvements [Member] | |
Property useful lives | 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 ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair value of derivative liability | $ 2,903,663 | $ 3,665,518 |
Fair Value Inputs Level 1 [Member] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value Inputs Level 2 [Member] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value Inputs Level 3 [Member] | ||
Fair value of derivative liability | $ 2,903,663 | $ 3,655,518 |
1. Summary of Significant Acc_6
1. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | May 11, 2020 | May 31, 2020 | Mar. 21, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||||
Reverse stock split | The Company completed a reverse stock split of 10,000:1 for common shares | The Company affected a 10,000:1 reverse split of Common Stock | The Company completed a reverse stock split of 1,500:1 for common shares. | The Company executed a reverse stock split of 1,500:1 | The reverse split ratio ranges from 1.6:1 to 307.7:1 | |
Allowances for doubtful account | $ 21,870 | |||||
Accounts receivable | 16,377 | $ 99,540 | ||||
Goodwill impaired | 0 | 0 | ||||
Uncertain tax positions | $ 0 | $ 0 |
2. Restatement of Previously _3
2. Restatement of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total assets | $ 4,930,147 | $ 4,915,804 | ||||||
Total liabilities | 13,802,481 | 11,642,508 | ||||||
Accumulated deficit | (65,583,255) | (62,558,509) | ||||||
Total deficiency in shareholders' equity | (8,872,334) | (6,726,704) | $ (4,846,225) | |||||
Loss from operations | (1,804,151) | (1,271,268) | ||||||
Change in value of derivative liability | 434,714 | (3,035,271) | ||||||
Other income (expense) | (1,115,434) | (5,309,832) | ||||||
(Loss) from discontinued operations | (112,181) | (598,806) | ||||||
(Loss) Gain from disposal of discontinued operations | 194,873 | 0 | ||||||
Income (loss) from discontinued operations | 82,692 | (598,806) | ||||||
Net (loss) income | $ (2,836,893) | $ (7,179,906) | ||||||
Basic Earnings (loss) per Share | ||||||||
Continued Operations | $ (4.98) | $ (282.66) | ||||||
Diluted Earnings (loss) per Share | ||||||||
Continued Operations | $ (4.98) | $ (282.66) | ||||||
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share | ||||||||
Continued Operations | 908,485 | 25,401 | ||||||
Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share | ||||||||
Continued Operations | 908,485 | 25,401 | ||||||
Discontinued Operations | 1,444,295,967,109 | 25,401 | ||||||
As Previously Reported [Member] | ||||||||
Total assets | $ 4,944,770 | $ 5,146,980 | $ 5,268,016 | $ 5,146,980 | $ 4,944,770 | $ 4,930,147 | $ 4,915,805 | |
Derivative liability | 3,168,106 | 6,936,309 | 7,416,815 | 6,936,309 | 3,168,106 | 2,405,358 | 3,102,392 | |
Net, liabilities of discontinued operations | 2,425,100 | 2,374,181 | 2,863,541 | 2,374,181 | 2,425,100 | 2,441,965 | 2,555,837 | |
Other | 6,437,026 | 6,016,924 | 6,045,172 | 6,016,924 | 6,437,026 | 8,207,123 | 5,168,005 | |
Total liabilities | 12,030,232 | 15,327,414 | 16,325,528 | 15,327,414 | 12,030,232 | 13,054,446 | 10,826,234 | |
Accumulated deficit | (63,858,637) | (66,800,912) | (67,402,951) | (66,800,912) | (63,858,637) | (64,835,220) | (61,742,235) | |
Others | 56,773,175 | 56,620,478 | 56,345,439 | 56,620,478 | 56,773,175 | 56,710,921 | 55,831,806 | |
Total deficiency in shareholders' equity | (7,085,462) | (10,180,434) | (11,057,512) | (10,180,434) | (7,085,462) | (8,124,299) | (5,910,429) | |
Loss from operations | (530,568) | (126,833) | (257,028) | (361,066) | (891,634) | (1,804,151) | (1,271,268) | |
Change in value of derivative liability | 3,864,938 | (28,750) | (4,467,534) | (3,992,316) | (12,378) | 379,892 | (2,482,145) | |
Others | (348,675) | (347,536) | (327,917) | (654,502) | (1,118,177) | (1,550,148) | (2,274,561) | |
Other income (expense) | 3,516,263 | (376,286) | (4,795,451) | (4,646,818) | (1,130,555) | (1,170,256) | (4,756,706) | |
Net income (loss) before discontinued operations | 2,985,695 | (503,119) | (5,052,479) | (5,007,884) | (2,022,189) | (2,974,407) | (6,027,974) | |
(Loss) from discontinued operations | (22,280) | (103,390) | (523,280) | (78,956) | (101,236) | (125,599) | (335,658) | |
(Loss) Gain from disposal of discontinued operations | (21,140) | 216,013 | 216,013 | 194,873 | 194,873 | |||
Income (loss) from discontinued operations | (43,420) | 112,623 | 137,057 | 93,637 | 69,274 | |||
Net (loss) income | 2,942,275 | (390,496) | (5,575,759) | (4,870,827) | (1,928,552) | (2,905,133) | $ (6,363,632) | |
Deemed dividend on preferred stock | ||||||||
Net loss attributable to common stockholders | $ 2,942,275 | $ (390,496) | $ (5,575,759) | $ (4,870,827) | $ (1,928,552) | $ (2,905,133) | ||
Basic Earnings (loss) per Share | ||||||||
Continued Operations | $ 3.08 | $ (3.19) | $ (38.43) | $ (4.94) | $ (3.20) | |||
Discontinued Operations | (0.04) | 0.71 | 1.05 | 0.23 | 0.08 | |||
Diluted Earnings (loss) per Share | ||||||||
Continued Operations | (4.94) | (3.20) | ||||||
Discontinued Operations | $ (0.04) | |||||||
Basic and Diluted Earnings (loss) per Share | ||||||||
Continued Operations | $ (49.17) | $ (250.53) | ||||||
Discontinued Operations | $ (5.09) | $ (13.21) | ||||||
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share | ||||||||
Continued Operations | 968,379 | 157,856 | 102,762 | 130,309 | 409,666 | 908,485 | 25,401 | |
Discontinued Operations | 968,379 | 157,856 | 102,762 | 130,309 | 409,666 | 908,485 | 25,401 | |
Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share | ||||||||
Continued Operations | 6,394,936,792 | 409,666 | 908,485 | |||||
Discontinued Operations | 968,379 | 1,444,295,468,290 | 1,444,295,967,109 | |||||
Adjustments [Member] | ||||||||
Total assets | ||||||||
Derivative liability | (350,869) | 903,272 | (176,308) | 903,272 | (350,869) | 498,305 | 553,127 | |
Net, liabilities of discontinued operations | 300,164 | 368,349 | 63,545 | 368,349 | 300,164 | 249,730 | 263,148 | |
Other | ||||||||
Total liabilities | (50,705) | 1,271,621 | (112,763) | 1,271,621 | (50,705) | 748,035 | 816,275 | |
Accumulated deficit | 50,705 | (1,271,621) | 112,763 | (1,271,621) | 50,705 | (748,035) | (816,275) | |
Others | ||||||||
Total deficiency in shareholders' equity | 50,705 | (1,271,621) | 112,763 | (1,271,621) | 50,705 | (748,035) | (816,275) | |
Loss from operations | ||||||||
Change in value of derivative liability | 1,254,140 | (1,079,579) | 729,435 | (350,144) | 903,996 | 54,822 | (553,127) | |
Others | ||||||||
Other income (expense) | 1,254,140 | (1,079,579) | 729,435 | (350,144) | 903,996 | 54,822 | (553,127) | |
Net income (loss) before discontinued operations | 1,254,140 | (1,079,579) | 729,435 | (350,144) | 903,996 | 54,822 | (553,127) | |
(Loss) from discontinued operations | 68,185 | (304,804) | 199,603 | (105,201) | (37,016) | 13,418 | (263,148) | |
(Loss) Gain from disposal of discontinued operations | ||||||||
Income (loss) from discontinued operations | 68,185 | (304,804) | (105,201) | (37,016) | 13,418 | |||
Net (loss) income | (1,322,325) | (1,384,383) | 929,038 | (455,345) | 866,980 | 68,240 | (816,275) | |
Deemed dividend on preferred stock | (1,605,266) | (1,605,266) | (1,605,266) | (1,605,266) | ||||
Net loss attributable to common stockholders | (1,322,325) | (1,384,383) | (676,228) | $ (2,060,611) | (738,286) | (1,537,026) | ||
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share | ||||||||
Continued Operations | ||||||||
Discontinued Operations | ||||||||
Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share | ||||||||
Continued Operations | ||||||||
Discontinued Operations | ||||||||
As Restated [Member] | ||||||||
Total assets | 4,944,770 | 5,146,980 | 5,268,016 | $ 5,146,980 | 4,944,770 | 4,930,147 | 4,915,805 | |
Derivative liability | 2,817,237 | 7,839,581 | 7,240,507 | 7,839,581 | 2,817,237 | 2,903,663 | 3,655,519 | |
Net, liabilities of discontinued operations | 2,725,264 | 2,742,530 | 2,927,086 | 2,742,530 | 2,725,264 | 2,691,695 | 2,818,985 | |
Other | 6,437,026 | 6,016,924 | 6,045,172 | 6,016,924 | 6,437,026 | 8,207,123 | 5,168,005 | |
Total liabilities | 11,979,527 | 16,599,035 | 16,212,765 | 16,599,035 | 11,979,527 | 13,802,481 | 11,642,509 | |
Accumulated deficit | (63,807,932) | (68,072,533) | (67,290,188) | (68,072,533) | (63,807,932) | (65,583,255) | (62,558,510) | |
Others | 56,773,175 | 56,620,478 | 56,345,439 | 56,620,478 | 56,773,175 | 56,710,921 | 55,831,806 | |
Total deficiency in shareholders' equity | (7,034,757) | (11,452,055) | (10,944,749) | (11,452,055) | (7,034,757) | (8,872,334) | (6,726,704) | |
Loss from operations | (530,568) | (126,833) | (257,028) | (361,066) | (891,634) | (1,804,151) | (1,271,268) | |
Change in value of derivative liability | 5,119,078 | (1,108,329) | (3,738,099) | (4,342,460) | 891,618 | 434,714 | (3,035,272) | |
Others | (348,675) | (347,536) | (327,917) | (654,502) | (1,118,177) | (1,550,148) | (2,274,561) | |
Other income (expense) | 4,770,403 | (1,455,865) | (4,066,016) | (4,996,962) | (226,559) | (1,115,434) | (5,309,833) | |
Net income (loss) before discontinued operations | 4,239,835 | (1,582,698) | (4,323,044) | (5,358,028) | (1,118,193) | (2,919,585) | (6,581,101) | |
(Loss) from discontinued operations | 45,905 | (408,194) | (323,677) | (184,157) | (138,252) | (112,181) | (598,806) | |
(Loss) Gain from disposal of discontinued operations | (21,140) | 216,013 | 216,013 | 194,873 | 194,873 | |||
Income (loss) from discontinued operations | 24,765 | (192,181) | 31,856 | 56,621 | 82,692 | |||
Net (loss) income | 1,619,950 | (1,774,879) | (4,646,721) | (5,326,172) | (1,061,572) | (2,836,893) | $ (7,179,907) | |
Deemed dividend on preferred stock | (1,605,266) | (1,605,266) | (1,605,266) | (1,605,266) | ||||
Net loss attributable to common stockholders | $ 1,619,950 | $ (1,774,879) | $ (6,251,987) | $ (6,931,438) | $ (2,666,838) | $ (4,442,159) | ||
Basic Earnings (loss) per Share | ||||||||
Continued Operations | $ 4.38 | $ (10.03) | $ (53.44) | $ (6.65) | $ (4.98) | |||
Discontinued Operations | 0.03 | (1.22) | 0.24 | 0.14 | 0.09 | |||
Diluted Earnings (loss) per Share | ||||||||
Continued Operations | 0 | (10.03) | (53.44) | (6.65) | (4.98) | |||
Discontinued Operations | $ 0 | $ (1.22) | $ 0 | $ 0 | $ 0 | |||
Basic and Diluted Earnings (loss) per Share | ||||||||
Continued Operations | $ (57.69) | $ (282.66) | ||||||
Discontinued Operations | $ (3.15) | $ (23.57) | ||||||
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share | ||||||||
Continued Operations | 968,379 | 157,856 | 102,762 | 130,309 | 409,666 | 908,485 | 25,401 | |
Discontinued Operations | 968,379 | 157,856 | 102,762 | 130,309 | 409,666 | 908,485 | 25,401 | |
Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share | ||||||||
Continued Operations | 6,394,936,792 | 130,309 | 409,666 | 908,485 | ||||
Discontinued Operations | 6,394,936,792 | 6,391,483,108 | 1,444,295,468,290 | 1,444,295,967,109 |
3. Acquisitions (Details - Acqu
3. Acquisitions (Details - Acquisitions Key Tax Group) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | May 08, 2019 |
Goodwill | $ 3,499,963 | $ 3,499,963 | |
Key Tax Group [Member] | |||
Cash | $ 9,484 | ||
Accounts receivable | 90,766 | ||
Key Tax Group trade name | 250,000 | ||
Property and equipment | 6,044 | ||
Goodwill | 1,407,915 | ||
Liabilities | (464,209) | ||
Total | $ 1,300,000 |
3. Acquisitions (Details Narrat
3. Acquisitions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shares issued for acquisition, value | $ 1,300,000 | |
Shares issued convertible debt, value | $ 267,973 | $ 1,027,436 |
JM Enterprise 1 Key Tax Group [Member] | Common Stock | ||
Shares issued convertible debt, shares | 500,000 | |
Shares issued convertible debt, value | $ 30,912 | |
JM Enterprise 1 Key Tax Group [Member] | Preferred G Class of Stock [Member] | ||
Shares issued for acqusition, shares | 18,571,428 | |
Shares issued for acquisition, value | $ 1,300,000 |
4. Accounts Payable and Accru_3
4. Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 119,653 | $ 228,971 |
Accrued Credit cards | 28,548 | 86,077 |
Accrued Income, payroll and other taxes | 282,798 | 276,614 |
Accrued advertising | 75,963 | 53,189 |
Accrued payroll | 27,569 | 58,760 |
Accrued expenses - other | 82,543 | 92,353 |
Total | $ 617,073 | $ 795,964 |
5. Plant and Equipment, Net (De
5. Plant and Equipment, Net (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Residential housing | $ 341,205 | $ 341,205 |
Furniture, fixture and equipment | 76,017 | 76,017 |
Leasehold improvements | 0 | 0 |
Plant and equipment, gross | 417,222 | 417,222 |
Less: accumulated depreciation | (205,443) | (182,343) |
Plant and equipment, net | $ 211,779 | $ 234,879 |
5. Plant and Equipment, Net (_2
5. Plant and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation expense | $ 23,100 | $ 278,154 |
Gain on disposal of fixed assets | 91,847 | |
Fixed assets disposed | (104,886) | |
Gain on sale from disposal | 91,847 | |
Operations Expense [Member] | ||
Depreciation expense | 1,274 | 7,318 |
Cost of Goods Sold [Member] | ||
Depreciation expense | $ 21,826 | $ 60,384 |
6. Land (Details Narrative)
6. Land (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Land | $ 603,000 | $ 603,000 |
7. Line of Credit (Details Narr
7. Line of Credit (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Notes to Financial Statements | ||
Line of credit, borrowing capacity | $ 92,500 | |
Interest rate | 6.70% | 8.20% |
Line of credit | $ 51,927 | $ 91,099 |
8. Related Party Transactions (
8. Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Board Of Directors Chairman [Member] | ||
Deferred compensation expense | $ 360,000 | $ 300,000 |
Bonus payable | 200,000 | |
Deferred compensation payable | 1,020,000 | 642,500 |
Due to related party | 126,849 | 136,349 |
Chief Executive Officer [Member] | ||
Deferred compensation expense | 360,000 | 300,000 |
Bonus payable | 200,000 | |
Deferred compensation payable | 1,035,000 | 657,500 |
Chief Operating Officer [Member] | ||
Deferred compensation expense | 120,000 | 120,000 |
Deferred compensation payable | $ 120,000 | $ 222,000 |
9. Notes and Loans Payable (Det
9. Notes and Loans Payable (Details - Notes Payable) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Notes and Loans Payable - Unrelated Party | $ 1,347,690 | $ 617,351 |
Notes and Loans Payable - Related Party | 37,885 | 84,746 |
Total | 1,385,575 | 702,097 |
Current portion | 947,912 | 207,351 |
Long-term portion | $ 399,778 | $ 410,000 |
9. Notes and Loans Payable (D_2
9. Notes and Loans Payable (Details Narrative) - USD ($) | Oct. 07, 2020 | Jun. 02, 2020 | May 08, 2020 | Apr. 14, 2020 | Apr. 12, 2020 | Jun. 16, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Notes payable outstanding | $ 1,347,690 | $ 617,351 | ||||||
Accrued interest | 502,569 | 458,107 | ||||||
Auto Loan [Member] | ||||||||
Notes payable outstanding | 10,989 | 10,989 | ||||||
Accrued interest | 2,272 | 3,591 | ||||||
Promissory Note 1 [Member] | ||||||||
Notes payable outstanding | 50,000 | 50,000 | ||||||
Accrued interest | 37,822 | 33,282 | ||||||
Promissory Note 2 [Member] | ||||||||
Notes payable outstanding | 50,000 | 50,000 | ||||||
Accrued interest | 55,500 | 32,505 | ||||||
Promissory Note 3 [Member] | ||||||||
Notes payable outstanding | 410,000 | 410,000 | ||||||
Accrued interest | 53,805 | 41,000 | ||||||
PPP loan [Member] | ||||||||
Accrued interest | 923 | |||||||
Proceeds from loans | $ 127,400 | |||||||
Interest rate | 1.00% | |||||||
Maturity date | Apr. 14, 2022 | |||||||
Loan payable | 127,400 | |||||||
PPP loan [Member] | ||||||||
Accrued interest | 1,695 | |||||||
Proceeds from loans | $ 257,500 | |||||||
Interest rate | 1.00% | |||||||
Maturity date | May 8, 2022 | |||||||
Loan payable | 257,500 | |||||||
SBA loan [Member] | ||||||||
Accrued interest | 3,310 | |||||||
Proceeds from loans | $ 150,000 | |||||||
Interest rate | 3.75% | |||||||
Maturity date | Jun. 2, 2050 | |||||||
Loan payable | 149,900 | |||||||
SBA loan [Member] | ||||||||
Accrued interest | 628 | |||||||
Proceeds from loans | $ 20,000 | $ 20,000 | ||||||
Loan payable | 20,000 | |||||||
SBA loan [Member] | ||||||||
Accrued interest | 1,239 | |||||||
Proceeds from loans | $ 150,000 | |||||||
Interest rate | 3.50% | |||||||
Maturity date | Oct. 7, 2050 | |||||||
Loan payable | 149,900 | |||||||
Short Term Loans [Member] | ||||||||
Notes payable outstanding | 119,129 | 166,000 | ||||||
Accrued interest | $ 29,544 | $ 30,050 | ||||||
Short Term Loans [Member] | Minimum [Member] | ||||||||
Interest rate | 12.00% | |||||||
Short Term Loans [Member] | Maximum [Member] | ||||||||
Interest rate | 18.00% |
10. Convertible Notes Payable_2
10. Convertible Notes Payable (Details - Convertible notes) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible notes | $ 2,584,967 | $ 1,908,293 |
Discounts on convertible notes payable | (108,320) | (828,468) |
Total convertible debt less debt discount | 2,476,647 | 1,079,825 |
Current Portion | 2,476,647 | 595,257 |
Long-Term Portion | 0 | 484,568 |
Unrelated Party [Member] | ||
Convertible notes | 2,584,967 | 1,908,293 |
Related Party [Member] | ||
Convertible notes | $ 0 | $ 0 |
10. Convertible Notes Payable_3
10. Convertible Notes Payable (Details- Convertible debt instruments) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Principal Balance | $ 2,584,967 | $ 1,893,293 |
New Loans | 865,500 | 613,526 |
Cash Paydown | (27,106) | |
Principal Conversions | $ (196,291) | $ (422,809) |
Shares issued upon conversion | 5,014,697 | 5,014,697 |
Interest expense | $ 143,715 | |
Accrued Interest | 502,569 | $ 458,107 |
Unamortized Debt Discount | $ 108,320 | 828,468 |
Convertible Note 1 [Member] | ||
Debt issuance date | Aug. 21, 2008 | |
Debt Maturity date | Aug. 21, 2009 | |
Principal Balance | $ 150,000 | 150,000 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 16,300 | |
Accrued Interest | 225,800 | 204,608 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 7 [Member] | ||
Debt issuance date | Feb. 9, 2016 | |
Principal Balance | $ 8,485 | 8,485 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 1,537 | |
Accrued Interest | 4,431 | 2,412 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 7-1 [Member] | ||
Debt issuance date | Oct. 28, 2016 | |
Debt Maturity date | Oct. 28, 2017 | |
Principal Balance | $ 25,000 | 25,000 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 4,528 | |
Accrued Interest | 23,120 | 10,321 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 8 [Member] | ||
Debt issuance date | Mar. 8, 2016 | |
Debt Maturity date | Mar. 8, 2017 | |
Principal Balance | $ 0 | 1,500 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 272 | |
Accrued Interest | 0 | 9,863 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 9 [Member] | ||
Debt issuance date | Sep. 12, 2016 | |
Debt Maturity date | Sep. 12, 2017 | |
Principal Balance | $ 80,000 | 80,000 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 14,489 | |
Accrued Interest | 64,701 | 47,876 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 10 [Member] | ||
Debt issuance date | Jan. 24, 2017 | |
Debt Maturity date | Jan. 24, 2018 | |
Principal Balance | $ 55,000 | 32,621 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 5,908 | |
Accrued Interest | 42,134 | 23,212 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 11-1 [Member] | ||
Debt issuance date | Feb. 21, 2017 | |
Debt Maturity date | Feb. 21, 2018 | |
Principal Balance | $ 0 | 9,733 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 1,763 | |
Accrued Interest | 0 | 2,533 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 11-2 [Member] | ||
Debt issuance date | Mar. 16, 2017 | |
Debt Maturity date | Mar. 16, 2018 | |
Principal Balance | $ 21,345 | 20,032 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 3,628 | |
Accrued Interest | 4,433 | 2,367 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 13-2 [Member] | ||
Debt issuance date | Jul. 24, 2018 | |
Debt Maturity date | Jan. 24, 2019 | |
Principal Balance | $ 43,961 | 92,205 |
New Loans | 0 | |
Cash Paydown | (48,246) | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 1,990 | |
Accrued Interest | 1,525 | 24,002 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 22 [Member] | ||
Debt issuance date | Jul. 10, 2018 | |
Debt Maturity date | Jan. 10, 2021 | |
Principal Balance | $ 838,433 | 953,414 |
New Loans | 0 | |
Cash Paydown | (144,905) | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 0 | |
Accrued Interest | 74,654 | 87,762 |
Unamortized Debt Discount | $ 12,634 | |
Convertible Note 22-1 [Member] | ||
Debt issuance date | Feb. 20, 2019 | |
Debt Maturity date | Jan. 10, 2021 | |
Principal Balance | $ 61,704 | 0 |
New Loans | 0 | |
Cash Paydown | 61,704 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 6,705 | |
Accrued Interest | 0 | 6,350 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 22-3 [Member] | ||
Debt issuance date | Apr. 10, 2019 | |
Debt Maturity date | Jan. 10, 2021 | |
Principal Balance | $ 56,095 | 0 |
New Loans | 0 | |
Cash Paydown | 56,095 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 6,096 | |
Accrued Interest | 0 | 5,145 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 25 [Member] | ||
Debt issuance date | Aug. 13, 2018 | |
Debt Maturity date | Feb. 13, 2019 | |
Principal Balance | $ 118,292 | 78,314 |
New Loans | 0 | |
Cash Paydown | 48,246 | |
Principal Conversions | $ (8,268) | |
Shares issued upon conversion | 1,140,161 | |
Interest expense | $ 19,283 | |
Accrued Interest | 6,811 | 17,226 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 26 [Member] | ||
Debt issuance date | Aug. 10, 2017 | |
Debt Maturity date | Jan. 27, 2018 | |
Principal Balance | $ 20,000 | 20,000 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 2,717 | |
Accrued Interest | 7,533 | 4,533 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 29-1 [Member] | ||
Debt issuance date | Nov. 8, 2019 | |
Debt Maturity date | Nov. 8, 2020 | |
Principal Balance | $ 101,374 | 141,122 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ (40,225) | |
Shares issued upon conversion | 924,249 | |
Interest expense | $ 7,309 | |
Accrued Interest | 178 | 2,409 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 29-2 [Member] | ||
Debt issuance date | Nov. 8, 2019 | |
Debt Maturity date | Nov. 8, 2020 | |
Principal Balance | $ 62,367 | 62,367 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 13,555 | |
Accrued Interest | 7,176 | 0 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 30 [Member] | ||
Debt issuance date | Jul. 26, 2019 | |
Debt Maturity date | Jul. 26, 2020 | |
Principal Balance | $ 0 | 73,500 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ (73,500) | |
Shares issued upon conversion | 30,913 | |
Interest expense | $ 463 | |
Accrued Interest | 0 | 1,909 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 31 [Member] | ||
Debt issuance date | Aug. 28, 2019 | |
Debt Maturity date | Aug. 28, 2020 | |
Principal Balance | $ 61,839 | 120,000 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ (58,170) | |
Shares issued upon conversion | 1,356,979 | |
Interest expense | $ 13,438 | |
Accrued Interest | 10,825 | 3,288 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 32 [Member] | ||
Debt issuance date | May 22, 2019 | |
Debt Maturity date | May 22, 2020 | |
Principal Balance | $ 25,000 | 25,000 |
New Loans | 0 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 4,528 | |
Accrued Interest | 7,301 | 2,291 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 33 [Member] | ||
Debt issuance date | Feb. 11, 2020 | |
Debt Maturity date | Feb. 11, 2021 | |
Principal Balance | $ 153,672 | 0 |
New Loans | 157,500 | |
Cash Paydown | 0 | |
Principal Conversions | $ (3,328) | |
Shares issued upon conversion | 355,556 | |
Interest expense | $ 7,438 | |
Accrued Interest | 8,384 | 0 |
Unamortized Debt Discount | $ 14,364 | |
Convertible Note 34 [Member] | ||
Debt issuance date | May 18, 2020 | |
Debt Maturity date | May 18, 2021 | |
Principal Balance | $ 50,200 | 0 |
New Loans | 63,000 | |
Cash Paydown | 0 | |
Principal Conversions | $ (12,800) | |
Shares issued upon conversion | 1,206,838 | |
Interest expense | $ 1,699 | |
Accrued Interest | 2,414 | 0 |
Unamortized Debt Discount | $ 35,150 | |
Convertible Note 35 [Member] | ||
Debt issuance date | Aug. 24, 2020 | |
Debt Maturity date | Aug. 24, 2021 | |
Principal Balance | $ 85,000 | 0 |
New Loans | 85,000 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 1,640 | |
Accrued Interest | 1,803 | 0 |
Unamortized Debt Discount | $ 0 | |
Convertible Note 36-1 [Member] | ||
Debt issuance date | Sep. 3, 2020 | |
Debt Maturity date | Jan. 3, 2021 | |
Principal Balance | $ 127,200 | 0 |
New Loans | 120,000 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 3,563 | |
Accrued Interest | 3,969 | 0 |
Unamortized Debt Discount | $ 922 | |
Convertible Note 36-2 [Member] | ||
Debt issuance date | Nov. 3, 2020 | |
Debt Maturity date | Jan. 3, 2021 | |
Principal Balance | $ 120,000 | 0 |
New Loans | 120,000 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 1,752 | |
Accrued Interest | 1,937 | 0 |
Unamortized Debt Discount | $ 1,475 | |
Convertible Note 36-3 [Member] | ||
Debt issuance date | Dec. 29, 2020 | |
Debt Maturity date | Jan. 3, 2021 | |
Principal Balance | $ 120,000 | 0 |
New Loans | 120,000 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 89 | |
Accrued Interest | 98 | 0 |
Unamortized Debt Discount | $ 18,000 | |
Convertible Note 37-1 [Member] | ||
Debt issuance date | Sep. 3, 2020 | |
Debt Maturity date | Jun. 30, 2021 | |
Principal Balance | $ 67,000 | 0 |
New Loans | 67,000 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 1,989 | |
Accrued Interest | 2,197 | 0 |
Unamortized Debt Discount | $ 11,162 | |
Convertible Note 37-2 [Member] | ||
Debt issuance date | Nov. 2, 2020 | |
Debt Maturity date | Jun. 30, 2021 | |
Principal Balance | $ 66,500 | 0 |
New Loans | 66,500 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 987 | |
Accrued Interest | 1,090 | 0 |
Unamortized Debt Discount | $ 8,319 | |
Convertible Note 37-3 [Member] | ||
Debt issuance date | Dec. 29, 2020 | |
Debt Maturity date | Jun. 30, 2021 | |
Principal Balance | $ 66,500 | 0 |
New Loans | 66,500 | |
Cash Paydown | 0 | |
Principal Conversions | $ 0 | |
Shares issued upon conversion | 0 | |
Interest expense | $ 49 | |
Accrued Interest | 55 | $ 0 |
Unamortized Debt Discount | $ 6,295 |
10. Convertible Notes Payable_4
10. Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Notes Payable [Abstract] | ||
Proceeds from convertible notes payable | $ 865,500 | $ 613,526 |
Repayment of convertible notes payable | 223,397 | 218,863 |
Amortization of debt discount | $ 1,192,044 | $ 972,047 |
Stock issued for conversion of debt, shares issued | 5,014,697 | 5,014,697 |
Stock issued for conversion of debt, amount converted | $ 196,291 | $ 422,809 |
Stock issued for conversion of debt, interest converted | 49,466 | 53,255 |
Convertible debt | 2,476,647 | 1,079,825 |
Debt discount | $ 108,320 | $ 828,468 |
11. Fair Value Measurement (Det
11. Fair Value Measurement (Details - Changes in fair value) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Derivative liability, beginning balance | $ 3,655,518 | $ 1,870,625 |
Day 1 Loss | 564,952 | 24,762,381 |
Discount from derivatives | 294,000 | 1,275,912 |
Resolution of derivative liability upon conversion | (2,856,994) | |
Derivatives settled | (611,141) | |
Mark to market adjustment | (999,666) | 21,396,406 |
Derivative liability, ending balance | $ 2,903,663 | $ 3,655,518 |
11. Fair Value Measurement (D_2
11. Fair Value Measurement (Details - Assumptions) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Measurement Input Price Volatility [Member] | ||
Fair value assumptions | 204.5% - 1,005.9% | 378.8% - 1,872.7% |
Measurement Input Risk Free Interest Rate [Member] | ||
Fair value assumptions | .099% - .18% | 1.59% - 1.62% |
Measurement Input Expected Term [Member] | ||
Fair value assumptions | .33 – 2.5 | .47 – 2.8 |
11. Fair Value Measurement (D_3
11. Fair Value Measurement (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Warrant [Member] | ||
Derivative Liability | $ 6,135 | |
Warrant expense | $ 2,340 | |
Fair Value Inputs Level 3 [Member] | ||
Derivative Liability | $ 3,655,518 | $ 2,903,663 |
12. Capital Stock (Details Narr
12. Capital Stock (Details Narrative) - USD ($) | Nov. 05, 2020 | May 11, 2020 | Feb. 10, 2020 | Jan. 09, 2020 | May 08, 2019 | Aug. 24, 2020 | May 31, 2020 | Apr. 26, 2019 | Mar. 21, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Reverse stock split | The Company completed a reverse stock split of 10,000:1 for common shares | The Company affected a 10,000:1 reverse split of Common Stock | The Company completed a reverse stock split of 1,500:1 for common shares. | The Company executed a reverse stock split of 1,500:1 | The reverse split ratio ranges from 1.6:1 to 307.7:1 | |||||||
Reclassification of preferred stock to additional paid in capital | $ 11,837,482 | |||||||||||
Stock issued for conversion of debt, shares issued | 5,014,697 | 5,014,697 | ||||||||||
Warrants issued, shares | 25,000 | |||||||||||
Warrants issued, value | $ 3,500 | |||||||||||
Advisor [Member] | ||||||||||||
Stock issued for services, shares | 18,000 | 163,814 | ||||||||||
Series I Preferred Stock [Member] | ||||||||||||
Preferred stock converted, shares converted | 55,000,000 | |||||||||||
Preferred stock converted, common shares issued | 8,250 | |||||||||||
Series H Preferred Stock [Member] | ||||||||||||
Preferred stock converted, shares converted | 320 | |||||||||||
Preferred stock converted, common shares issued | 119,101 | |||||||||||
Acquisition Agreement [Member] | ||||||||||||
Stock issued, shares issued | 50 | |||||||||||
Convertible Notes Payable [Member] | ||||||||||||
Stock issued for conversion of debt, shares issued | 5,014,697 | 59,382 |
13. Warrants (Details - Derivat
13. Warrants (Details - Derivative liabilities) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrant fair value, at issuance | $ 6,135 | $ 3,795 |
Warrant fair value | $ 3,795 | $ 6,135 |
13. Warrants (Details - Assumpt
13. Warrants (Details - Assumptions) - Warrants [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Volatility | 1,847% - 1,861% | 1,847% - 1,861% |
Minimum [Member] | ||
Risk-free interest rate | 1.60% | 1.60% |
Expected term | 6 months | 6 months |
Maximum [Member] | ||
Risk-free interest rate | 1.83% | 1.83% |
Expected term | 7 years | 7 years |
13. Warrants (Details - Warrant
13. Warrants (Details - Warrant outstanding) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Warrants outstanding, beginning balance | shares | 6,614,287 |
Warrants granted | shares | 0 |
Warrants exercised | shares | 0 |
Warrants expired | shares | 0 |
Warrants outstanding, ending balance | shares | 6,614,287 |
Warrants exercisable | shares | 6,614,287 |
Weighted average exercise price - Warrants outstanding, beginning balance | $ / shares | $ 0.21 |
Weighted average exercise price - Warrants granted | $ / shares | 0 |
Weighted average exercise price - Warrants exercised | $ / shares | 0 |
Weighted average exercise price - Warrants expired | $ / shares | 0 |
Weighted average exercise price - Warrants outstanding, ending balance | $ / shares | 0.21 |
Weighted average exercise price - Warrants exercisable | $ / shares | $ 0.21 |
13. Warrants (Details Narrative
13. Warrants (Details Narrative) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant expense | $ 2,340 | |
Warrant expiration term | 1 year 3 months 22 days | |
Intrinsic value of warrants | $ 0 |
14. Commitments and Contingen_3
14. Commitments and Contingencies (Details - Operating lease expense) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lot [Member] | ||
Operating leases expenses | $ 408 | $ 65,208 |
Office [Member] | ||
Operating leases expenses | $ 87,169 | $ 71,557 |
14. Commitments and Contingen_4
14. Commitments and Contingencies (Details - Future commitments) | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 50,916 |
2021 | 8,486 |
Total | $ 59,402 |
15. Income Taxes (Details - Def
15. Income Taxes (Details - Deferred tax) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 4,391,000 | $ 3,815,102 |
Valuation allowance | (4,391,000) | (3,815,102) |
Net deferred tax asset | $ 0 | $ 0 |
15. Income Taxes (Details Narra
15. Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carrforward | $ 17,330,000 | |
Operating loss carrforward expiration date | Dec. 31, 2038 | |
Deferred tax assets | $ 4,391,000 | $ 3,815,102 |
Valuation allowance | (4,391,000) | $ (3,815,102) |
Increase in valuation allowance | $ 576,700 | |
U.S. corporate tax rate | 21.00% |
16. Segment Reporting (Details)
16. Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Assets | $ 4,930,147 | $ 4,915,805 |
Revenues | 3,453,058 | 3,707,360 |
Cost of Sales | 1,668,146 | 1,665,486 |
Income (Loss) from operations | (1,573,435) | (1,374,409) |
Income (Loss) before taxes | (2,836,893) | (7,179,906) |
Affordable Housing Rentals [Member] | ||
Assets | 258,813 | 299,565 |
Revenues | 138,832 | 176,882 |
Cost of Sales | 156,191 | 174,433 |
Income (Loss) from operations | (40,378) | (18,720) |
Income (Loss) before taxes | (40,378) | (18,720) |
Financial Services [Member] | ||
Assets | 4,369,195 | 4,302,238 |
Revenues | 3,314,226 | 3,530,480 |
Cost of Sales | 1,511,995 | 1,491,053 |
Income (Loss) from operations | (190,338) | 114,773 |
Income (Loss) before taxes | (187,943) | 82,354 |
Others [Member] | ||
Assets | 302,139 | 314,002 |
Revenues | 0 | 0 |
Cost of Sales | 0 | 0 |
Income (Loss) from operations | (230,716) | 96,053 |
Income (Loss) before taxes | $ (2,676,812) | $ (6,382,542) |