Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Cardiff Lexington Corp | |
Entity Central Index Key | 0000811222 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | true | |
Amendment Description | Updated for new financial information | |
Current Fiscal Year End Date | --12-31 | |
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 Common Stock, Shares Outstanding | 115,297,797 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Interactive Data Current | Yes | |
File Number | 000-49709 | |
Entity Incorporation, State Country Code | FL |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 510,760 | $ 279,311 |
Accounts receivable-net | 25,483 | 16,377 |
Prepaid and other assets | 6,510 | 0 |
Total current assets | 542,753 | 295,688 |
Property and equipment, net of accumulated depreciation of $211,031 and $205,443, respectively | 206,191 | 211,779 |
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 | 42,081 | 52,567 |
Total assets | 5,161,138 | 4,930,147 |
Current liabilities | ||
Accounts payable and accrued expense | 704,934 | 617,073 |
Accrued expenses - related parties | 2,195,057 | 2,196,222 |
Accrued interest | 423,402 | 722,815 |
Right of use - liability | 50,211 | 54,185 |
Due to director & officer | 126,849 | 126,849 |
Deferred revenue | 458,434 | 353,830 |
Line of credit | 50,211 | 51,927 |
Common stock to be issued | 785,196 | 222,000 |
Notes payable | 1,101,791 | 947,912 |
Notes payable - related party | 37,006 | 37,885 |
Convertible notes payable, net of debt discounts of $292,864 and $108,321, respectively | 1,682,170 | 2,476,647 |
Net, liabilities of discontinued operations | 2,711,302 | 2,691,695 |
Derivative liability | 3,076,328 | 2,903,663 |
Total current liabilities | 13,402,891 | 13,402,703 |
Other Liabilities | ||
Notes payable | 476,169 | 399,778 |
Total liabilities | 13,879,060 | 13,802,481 |
Deficiency in shareholders' equity | ||
Common stock; 7,500,000,000 shares authorized with $0.001 par value; 109,994,821 and 5,268,797 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 109,335 | 5,267 |
Treasury stock; at cost, 294,101 shares of Series H Preferred stock at March 31, 2021 and December 31, 2020, respectively, | (2,365,864) | (2,365,864) |
Additional paid-in capital | (730,689,182) | 46,111,302 |
Accumulated deficit | (67,352,294) | (65,583,255) |
Total deficiency in shareholders' equity | (8,717,799) | (8,872,334) |
Total liabilities and deficiency in shareholders' equity | 5,161,138 | 4,930,147 |
Preferred Stock Series B [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 7,056,977 | 7,056,977 |
Preferred Stock Series C [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 488 | 488 |
Series D Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 1,000,000 | 1,000,000 |
Series E Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 603,000 | 603,000 |
Series F Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 700,180 | 700,180 |
Series F-1 Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 143,008 | 143,008 |
Series G Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 1,300,976 | 1,300,976 |
Series H Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 476,404 | 476,404 |
Series I Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 778,815,000 | 195,010 |
Series K Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 8,201 | 8,201 |
Series K1 Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 0 | 0 |
Series L Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | 1,277,972 | 1,277,972 |
Series R Preferred Stock [Member] | ||
Deficiency in shareholders' equity | ||
Preferred Stock | $ 198,000 | $ 198,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accumulated depreciation | $ 211,031 | $ 205,443 |
Convertible notes payable, discount current | 907,520 | 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 | $ .001 |
Common stock, shares issued | 109,994,821 | 5,268,797 |
Common stock, shares outstanding | 109,994,821 | 5,268,797 |
Treasury stock | 0 | 0 |
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 | 1,764,244 |
Preferred stock, shares outstanding | 1,764,244 | 1,764,244 |
Preferred Stock Series C [Member] | ||
Preferred stock, shares authorized | 500 | 500 |
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares issued | 123 | 122 |
Preferred stock, shares outstanding | 123 | 122 |
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 | 175,045 |
Preferred stock, shares outstanding | 175,045 | 175,045 |
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 | 35,752 |
Preferred stock, shares outstanding | 35,752 | 35,752 |
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 | 119,101 |
Preferred stock, shares outstanding | 119,101 | 119,101 |
Series I Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares issued | 194,885,000 | 195,010,000 |
Preferred stock, shares outstanding | 194,885,000 | 195,010,000 |
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 | $ .001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenue | $ 931,926 | $ 960,726 |
Total cost of sales | 491,955 | 431,619 |
GROSS MARGIN | 439,971 | 529,404 |
OPERATING EXPENSES | ||
Depreciation expense | 392 | 319 |
Selling, general and administrative | 815,426 | 763,030 |
Total operating expenses | 815,818 | 763,349 |
INCOME (LOSS) FROM OPERATIONS | (375,847) | (233,954) |
OTHER INCOME (EXPENSE) | ||
Other income | 22,856 | 0 |
Change in value of derivative liability | (552,039) | (3,738,099) |
Interest expense | (121,001) | (76,093) |
Conversion cost penalty and reimbursement | (8,000) | (4,000) |
Amortization of debt discounts | (715,401) | (246,185) |
Total other income (expenses) | (1,373,585) | (4,064,377) |
NET LOSS BEFORE DISCONTINUED OPERATIONS | (1,749,432) | (4,298,331) |
LOSS FROM DISCONTINUED OPERATIONS | (19,607) | (348,399) |
NET LOSS FOR THE PERIOD | (1,769,039) | (4,646,730) |
Deemed dividend - modification of preferred stock | 0 | (1,605,266) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (1,769,039) | $ (6,251,996) |
BASIC AND DILUTED LOSS PER SHARE | ||
Continuing Operations | $ (0.03) | $ (57.454) |
Discontinued Operations | $ 0 | $ (3.39) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED | 56,243,481 | 102,762 |
Rental Business [Member] | ||
Total revenue | $ 38,979 | $ 38,212 |
Total cost of sales | 40,167 | 36,821 |
Italian ice and franchise fees [Member] | ||
Total revenue | 892,947 | 922,514 |
Total cost of sales | $ 451,788 | $ 394,798 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN SHAREHOLDERS' EQUITY (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, 2019 | 9,647,720 | 197,989,528 | 284 | 0 | 67,742 | |||
Beginning balance, value at Dec. 31, 2019 | $ 9,648 | $ 791,958,113 | $ 198,480 | $ 0 | $ 68 | $ (736,334,503) | $ (62,558,509) | $ (6,726,704) |
Issuance of preferred stock for services, shares | 21,000 | 1 | ||||||
Issuance of preferred stock for services, value | $ 84,000 | $ 4 | (84,004) | |||||
Issuance of common stock in exchange for preferred stock, shares exchanged | (1,447,157) | 3,500 | ||||||
Issuance of common stock in exchange for preferred stock, shares exchanged value | $ (1,448) | $ 0 | $ 4 | 1,444 | ||||
Issuance of preferred stock in exchange for common stock, shares exchanged | 119,101 | (320) | ||||||
Issuance of preferred stock in exchange for common stock, value exchanged | $ 476,404 | $ (1) | (476,403) | |||||
Distributions from an entity | (84,957) | |||||||
Conversion of convertible notes payable, shares | 65,324 | |||||||
Conversion of convertible notes payable, value | $ 65 | 129,457 | ||||||
Reclassify Derivative liabilities to Additional Paid in Capital | 384,111 | |||||||
Net loss | (4,646,731) | |||||||
Ending balance, shares at Mar. 31, 2020 | 8,200,563 | 198,129,629 | 285 | 0 | 136,246 | |||
Ending balance, value at Mar. 31, 2020 | $ 8,200 | $ 792,518,517 | $ 198,484 | $ 0 | $ 136 | (736,295,894) | (67,290,197) | (10,944,749) |
Beginning balance, shares at Dec. 31, 2020 | 203,210,563 | 3,139,629 | 286 | (294,101) | 5,267,433 | |||
Beginning balance, value at Dec. 31, 2020 | $ 203,211 | $ 12,558,517 | $ 198,488 | $ (2,365,864) | $ 5,267 | (733,733,688) | (65,583,255) | (8,872,334) |
Issuance of common stock in exchange for preferred stock, shares exchanged | (306,260) | 50,000,000 | ||||||
Issuance of common stock in exchange for preferred stock, shares exchanged value | $ (1,225,000) | $ 50,000 | 1,175,000 | |||||
Conversion of convertible notes payable, shares | 54,068,024 | |||||||
Conversion of convertible notes payable, value | $ 54,068 | 584,690 | 638,758 | |||||
Reclassify Derivative liabilities to Additional Paid in Capital | 1,024,373 | 1,024,373 | ||||||
Issuance of Preferred B share for debt conversion | ||||||||
Warrant issued with indebtedness | 0 | 260,443 | 260,443 | |||||
Net loss | (1,769,039) | (1,769,039) | ||||||
Ending balance, shares at Mar. 31, 2021 | 8,200,563 | 197,483,379 | 286 | (294,101) | 109,335,457 | |||
Ending balance, value at Mar. 31, 2021 | $ 8,201 | $ 791,373,517 | $ 198,488 | $ (2,365,864) | $ 109,335 | $ (730,689,182) | $ (67,352,294) | $ (8,717,799) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (Loss) for the period | $ (1,749,432) | $ (4,298,331) |
Adjustments to reconcile net income (loss) to net cash (used in) operating activities: | ||
Depreciation | 5,588 | 15,602 |
Amortization of loan discount | 454,958 | 246,185 |
Warrant amortization | 260,443 | 0 |
Change in value of derivative liability | 552,039 | 3,738,099 |
Conversion cost penalty | 8,000 | 4,000 |
(Increase) decrease in: | ||
Accounts receivable | (9,106) | (5,233) |
Other assets | 0 | 13,152 |
Right of use - assets | 10,486 | (14,239) |
Prepaids and other | (6,510) | 0 |
Due from related party | 0 | 23,388 |
Increase(decrease) in: | ||
Accounts payable & Accrued expense | 93,481 | 6,724 |
Accrued officers compensation | (1,165) | 120,000 |
Accrued interest | 71,983 | 24,843 |
Right of use - liabilities | (3,974) | (13,152) |
Deferred revenue | 104,258 | 93,486 |
Net cash (used in) operating activities | (208,951) | (45,476) |
Net cash (used in) provided by discontinued operations - operating activities | 0 | (29,072) |
Net cash from operating activities | (208,951) | (74,548) |
Net cash used in investing activities | 0 | 0 |
FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 103,500 | 150,000 |
Repayments of convertible notes payable | (6,876) | (10,632) |
Proceeds from notes payable - related party | 0 | 26,960 |
Proceeds from SBA loan | 345,269 | 0 |
Repayments of note payable | 0 | (4,534) |
Due to director and officer | 0 | (4,500) |
Repayment of credit line | 0 | 1,294 |
Proceeds from credit line | (1,493) | 0 |
Distributions | 0 | (84,957) |
Net cash provided by financing activities | 440,400 | 73,631 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 231,449 | (917) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 100,777 | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 510,760 | 279,311 |
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the period for Interest | 23,537 | 20,580 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued upon conversion of notes payable and accrued interest | 638,758 | 129,522 |
Derivative liability settled upon conversion | 1,012,012 | 384,111 |
Debt discount from derivative liabilities | $ 645,000 | $ 231,000 |
1. Summary of Significant Accou
1. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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. On April 13, 2021 Cardiff Lexington Corporation converted from a Florida Corporation to a Nevada 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 8, 2019 Red Rock Travel Group, LLC (“Red Rock”), acquired July 31, 2018, discontinued May 31, 2019 Basis of Presentation and Principles of Consolidation The accompanying September 30, 2020 interim condensed consolidated financial statements (“financial statements”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, but we believe the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated financial statements included herein. These statements should be read in conjunction with the audited condensed consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the periods presented are not necessarily indicative of results to be expected for the full fiscal year or any other periods. 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 of Common Stock effective December 31, 2018. In the first quarter of 2020, the Company announced a reverse split of several of its Preferred Stock Classes effective December 31, 2019. In May 2020, the Company affected a 10,000:1 reverse split of Common Stock . Subsequent to March 31, 2021, the Company completed a change in domicile from a Florida corporation to a Nevada Corporation. 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 recognized 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 condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. 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 $0 and $21,870 as of March 31, 2021 and December 31, 2020, respectfully. As of March 31, 2021 and December 31, 2020, the Company had accounts receivable of $25,483 and $16,377, 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 believes such assumptions are also comparable to those that would be used by other marketplace participants. During quarters ended March 31, 2021 and 2020, 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 Black-Scholes 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 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 condensed 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 condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2021 and December 31, 2020. Refer to Note 2. Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – March 31, 2021 $ – $ – $ 3,076,328 $ 3,076,328 Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2020 $ – $ – $ 2,903,663 $ 2,903,663 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 condensed 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 periods ended March 31, 2021 and December 31, 2020, the Company did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions. Loss per Share FASB ASC Subtopic 260, Earnings Per Share Going Concern The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2021, the Company has sustained recurring losses and accumulated a working capital deficit of approximately $12 million. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. 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 | 3 Months Ended |
Mar. 31, 2021 | |
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 the valuation of embedded derivative liabilities 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. The following table summarizes the impacts of the error corrections on the Company's financial statements for each of the periods presented below: 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 ) Impact of correction of error March 31, 2021 (Unaudited) As previously reported Adjustments As restated Total assets $ 5,161,138 $ – $ 5,161,138 Derivative liability 2,402,858 673,470 3,076,328 Net, liabilities of discontinued operations 2,466,063 245,239 2,711,302 Other 8,091,307 – 8,091,307 Total liabilities 12,960,228 918,709 13,878,937 Accumulated deficit (66,433,585 ) (918,709 ) (67,352,294 ) Others 58,634,495 – 58,634,495 Total deficiency in shareholders' equity $ (7,799,090 ) $ (918,709 ) $ (8,717,799 ) Impact of correction of error - quarter Quarter ended March 31, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (233,954 ) $ – $ (233,954 ) Change in value of derivative liability (4,467,534 ) 729,435 (3,738,099 ) Others (326,279 ) – (326,279 ) Other income (expense) (4,793,813 ) 729,435 (4,064,378 ) Net loss before discontinued operations (5,027,767 ) 729,435 (4,298,332 ) Loss from discontinued operations (548,002 ) 199,603 (348,399 ) Gain from discontinued operations – – – Loss from discontinued operations (548,002 ) 199,603 (348,399 ) Net loss (5,575,769 ) 929,038 (4,646,731 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (5,575,769 ) $ (676,228 ) $ (6,251,997 ) Basic and Diluted Earnings (loss) per Share Continued Operations $ (49.17 ) $ (57.45 ) Discontinued Operations $ (5.09 ) $ (3.39 ) 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 Quarter ended March 31, 2021 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (375,847 ) $ – $ (375,847 ) Change in value of derivative liability (376,874 ) (175,165 ) (552,039 ) Others (821,546 ) – (821,546 ) Other income (expense) (1,198,420 ) (175,165 ) (1,373,585 ) Net loss before discontinued operations (1,574,267 ) (175,165 ) (1,749,432 ) Loss from discontinued operations (24,098 ) 4,491 (19,607 ) Net loss $ (1,598,365 ) $ (170,674 ) $ (1,769,039 ) Basic and Diluted Earnings (loss) per Share Continued Operations $ (0.03 ) $ (0.03 ) Discontinued Operations $ – $ (0.00 ) Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 56,243,481 56,243,481 Discontinued Operations 56,243,481 56,243,481 |
3. Accounts Payable and Accrued
3. Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, 2021 December 31, 2020 Accounts payable $ 189,207 $ 119,653 Accrued credit cards 29,093 28,548 Accrued income, payroll and other taxes 280,528 282,798 Accrued advertising 104,985 75,963 Accrued payroll 18,233 27,569 Accrued expenses other 82,542 82,542 Total $ 704,588 $ 617,073 The Company is delinquent paying income taxes. As of March 31, 2021 and December 31, 2020, the balance due for these taxes is $280,528 and $282,798, respectively, as shown in the table above. |
4. Property and Equipment, Net
4. Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment as of March 31, 2021 and December 31, 2020 is as following: March 31, 2021 December 31, 2020 Residential housing $ 341,205 $ 341,205 Furniture, fixture and equipment 76,017 76,017 Total 417,222 417,222 Less: accumulated depreciation (211,031 ) (205,443 ) Property and equipment, net $ 206,191 $ 211,779 For the three months ended March 31, 2021 and 2020, depreciation expense was $392 and $319, respectively. |
5. Land
5. Land | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
LAND | 5. LAND As of March 31, 2021 and December 31, 2020, the Company had land of $603,000 located in Salmon, Idaho with area of approximately 30 acres, which was in connection with the acquisition of Edge View Properties, Inc. in July 2014. We 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. |
6. Line of Credit
6. Line of Credit | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
LINE OF CREDIT | 6. LINE OF CREDIT At March 31, 2021 and December 31, 2020, the Company had a revolving line of credit with a financial institution for $92,500 which accrues interest at prime plus 3.45%, which was 6.7% at both March 31, 2021 and December 31, 2020., As of March 31, 2021 and December 31, 2020, the Company had balance of $50,434 and $51,927, respectively. |
7. Related Party Transactions
7. Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 7. RELATED PARTY TRANSACTIONS The Company has entered into several unsecured loan agreements with related parties. The Company agreed to pay $360,000 per year and a $200,000 of target annual incentive granted in 2020 to the Chief Executive Officer based on his employment agreement since July 1, 2020. The Company previously paid the Chief Executive Officer $300,000 per year. The total outstanding accrued compensation as of March 31, 2021 and December 31, 2020 were $1,065,000 and $1,020,000, respectively. The Company agreed to pay $360,000 per year and a $200,000 of target annual incentive to the Chairman of the Board based on his employment agreement since July 1, 2020. The Company previously paid the Chairman of the Board $300,000 per year. The total outstanding accrued compensation as of March 31, 2021 and December 31, 2020 were $1,050,000 and $1,035,000, respectively. The Company agreed to pay $120,000 per year to the Chief Operating Officer based on his amended employment agreement executed on May 15, 2019. The total outstanding accrued compensation as of March 31, 2021 and December 31, 2020 were $30,000 and $120,000, respectively. The Company obtained short-term advances from the Chairman of the Board that are non-interest bearing and due on demand. As of March 31, 2021 and December 31, 2020, the Company owed the Chairman $126,849. |
8. Notes and loans payable
8. Notes and loans payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES AND LOANS PAYABLE | 8. NOTES AND LOANS PAYABLE Notes payable at March 31, 2021 and December 31, 2020 are summarized as follows: March 31, 2021 December 31, 2020 Notes and Loans Payable - Unrelated Parties $ 1,577,959 $ 1,347,690 Notes and Loans Payable - Related Party 37,006 37,885 Total 1,614,965 1,385,575 Less current portion 1,138,796 947,912 Long-term portion $ 476,169 $ 437,663 Long-term debt matures as follows: Amount 2022 $ 1,138,796 2023 177,231 2024 29,118 2025 9,993 2026 9,993 Thereafter 249,833 Total $ 1,614,964 Notes and Loans Payable – Related Party The Company assumed notes payable from the previous owners of which are currently managers of Key Tax related to the acquisition of Key Tax on May 8, 2019. The notes are due on demand and do not bear interest. The balance of these notes are $35,435 and $35,164 at March 31, 2021 and December 31, 2020. From time to time, the previous owner which is currently the manager of Platinum Tax Defenders loans funds to the Company to cover short term operating needs. Amounts owed as of March 31, 2021 and December 31, 2020 were $1,942 and $2,721, respectively. Loans and Notes Payable – Unrelated Parties On March 12, 2009, the Company entered into a preferred debenture agreement 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 March 31, 2021 and December 31, 2020. The accrued interest of the note was $3,916 and $3,591 at March 31, 2021 and December 31, 2020, respectively. On September 7, 2011, the Company entered into a Promissory Note agreement for $50,000. The note bore interest at 8% per year and matured on September 7, 2016. Effective March 29, 2021, the principal balance of $50,000 and accrued interest of $37,282 were converted into shares of preferred stock. See footnote 10, Capital Stock. The balance of the note was -0- at March 31, 2021 and $50,000 December 31, 2020. The accrued interest of the note was -0- and $37,822 at March 31, 2021 and December 31, 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. Effective March 29, 2021, the principal balance of $50,000 and accrued interest of $36,505 were converted into shares of preferred stock. See footnote 10, Capital Stock. The balance of the note was -0- at March 31, 2021 and $50,000 December 31, 2020. The accrued interest of the note was -0- and $36,505 March 31, 2021 and December 31, 2020, respectively. On March 11, 2009, the Company entered into a Promissory Note agreement for $15,000. The note bore interest at 12% per year and matured on April 29, 2014. Effective March 29, 2021, the principal balance of $15,000 and accrued interest of $1,800 were converted into shares of preferred stock. See footnote 10, Capital Stock. The balance of the note was -0- at March 31, 2021 and $15,000 at December 31, 2020. The accrued interest of the note was -0- and $1,800 at March 31, 2021 and December 31, 2020, respectively. On September 9, 2019, the Company obtained a promissory note for $410,000 at 10% interest and matured on September 9, 2020. On November 10, 2020, the Company entered into an extension on the note until December 31, 2020. The balance of the note, was $410,000 at March 31, 2021 and December 31, 2020, respectively. The accrued interest of the note was $63,803 and $53,693 at March 31, 2021 and December 31, 2020, respectively. The Company obtained short-term loans from unsecured sources. These short-term loans are due on demand and accrue interest at 18%. These short-term loans were $102,991 and $104,772 at March 31, 2021 and December 31, 2020, respectively. The accrued interest of these short-term loans was $53,559 and $48,909 March 31, 2021 and December 31, 2020, respectively. On March 31, 2021, the remaining balance of principal and accrued interest from two Promissory Notes entered on September 7, 2011 and November 17, 2011, in the amount of $115,000 and $75,587, respectively, were converted into 140,799 Preferred Stock Series “B”. As of March 31, 2021, the outstanding balances of promissory note and the related accrued interest were both $0. 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 not been forgiven as part of the 2020 US Federal government Coronavirus Aid, Relief and Economic Security Act. The balance and accrued interest at March 31, 2021 was $127,400 and $2,797 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 not been forgiven as part of the 2020 US Federal government Coronavirus Aid, Relief and Economic Security Act. The balance and accrued interest at March 31, 2021 was $257,500 and $2,339, respectively. On February 19, 2021, the Company obtained a PPP loan of $229,500 at an interest rate of 1% with a maturity date of February 19, 2023. This loan has not been forgiven as part of the 2021 US Federal government Coronavirus Aid, Relief and Economic Security Act. The balance and accrued interest at March 31, 2021 was $229,500 and $0, respectively. On February 23, 2021, the Company obtained a PPP loan of $117,550 at an interest rate of 1% with a maturity date of February 23, 2023. This loan has not been forgiven as part of the 2021 US Federal government Coronavirus Aid, Relief and Economic Security Act. The balance and accrued interest at March 31, 2021 was $117,550 and $0, respectively. As of March 31, 2021,The PPP loans have not been forgiven by the Security Act. Each of the PPP loans may be eligible for forgiveness of some or all of the outstanding balance. The likelihood of forgiveness is undetermined. 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 March 31, 2021 was $149,900 and $4,716, 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 March 31, 2021 was $20,000 and $876, 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 March 31, 2021 was $149,900 and $1,326, respectively. |
9. Convertible Notes Payable
9. Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 9. CONVERTIBLE NOTES PAYABLE Some of the Convertible Notes issued as described below included 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. As of March 31, 2021 and December 31, 2020, the Company had proceeds of $103,500 and $865,500 from convertible notes, repaid $7,675 and $27,106 to convertible noteholders resulting in balances due to convertible note holders of $1,975,034 and $2,584,967, as of March 31, 2021 and December 31, 2020, respectively, net of debt discounts. The following amounts reflect debt discount of $29,300 and $108,320 as of March 31, 2021 and December 31, 2020, respectively. For the three months ending March 31, 2021 and 2020, respectively, the Company recorded amortization of debt discounts of $729,021 and $246,185 during the quarters ending March 31, 2021 and 2020, respectively. During the three months ended March 31, 2021, the Company converted $555,558 of convertible debt, $83,200 in accrued interest and $8,000 penalties and fees into 54,068,024 shares of the company’s Common Stock. During the three months ended March 31, 2020, the Company converted $100,203 of convertible debt, $25,319 in accrued interest and $4,000 penalties and fees into 65,324 shares (post reverse split of 10,000:1) of the company’s Common Stock. Convertible notes at March 31, 2021 and December 31, 2020 are summarized as follows: March 31, 2021 December 31, 2020 Convertible notes payable - unrelated party $ 1,975,034 $ 2,584,967 Discounts on convertible notes payable (292,864 ) (108,320 ) Total convertible debt less debt discount 1,682,170 2,476,647 Current portion 1,682,170 2,476,647 Long-term portion $ – $ – The following is a schedule of convertible notes payable from December 31, 2020 to March 31, 2021. Note # Issuance Maturity Principal Balance 12/31/20 New Loan Cash Paydown Principal Conversions Shares Issued Upon Conversion Principal Balance 3/31/21 Accrued Interest on Convertible Debt at 12/31/20 Interest Expense On Convertible Debt For the Period Ended 3/31/21 Accrued Interest on Convertible Debt at 3/31/21 Unamortized Debt Discount At 3/31/21 1 8/21/2008 8/21/2009 $ 150,000 $ – $ – $ (150,000 ) 140,799 $ – $ 225,800 $ – $ – $ – 7 2/9/2016 On demand 8,485 – – – – 8,485 4,430 418 4,849 – 7-1 10/28/2016 10/28/2017 25,000 – – – – 25,000 23,119 1,233 24,353 – 9 9/12/2016 9/12/2017 80,000 – – – 5,130,000 80,000 64,701 3,945 32,737 – 10 1/24/2017 1/24/2018 55,000 – – ( 42,354 ) 4,714,626 12,646 42,134 1,863 25,926 – 11-1 2/21/2017 2/21/2018 – – – – – – – – (480) – 11-2 3/16/2017 3/16/2018 21,345 – – (4,000 ) – 17,345 4,433 855 5,288 – 13-2 7/24/2018 1/24/2019 43,961 – – – – 43,961 1,525 1,951 3,476 – 22 7/10/2018 1/10/2021 838,433 – (7,675 ) – – 830,758 49,023 23,537 72,560 24,300 22-1 2/20/2019 1/10/2021 61,704 – – – – 61,704 13,754 3,642 17,406 – 22-3 4/10/2019 1/10/2021 56,095 – – – – 56,095 11,876 3,320 15,196 – 25 8/13/2018 2/13/2019 118,292 – – (93,310 ) 11,722,111 24,982 6,811 3,486 1,921 – 26 8/10/2017 1/27/2018 20,000 – – – – 20,000 7,533 740 8,273 – 29-1 11/8/2019 11/8/2020 101,374 – – (92,482 ) 6,608,030 8,892 178 3,484 2,380 – 29-2 11/8/2019 11/8/2020 62,367 – – – – 62,367 7,176 3,691 10,867 – 31 8/28/2019 8/28/2020 61,839 – – (61,830 ) 5,247,042 9 10,825 1,447 (3,234) – 32 5/22/2019 5/22/2020 25,000 – – – – 25,000 7,301 1,233 8,534 – 33 2/11/2020 2/11/2021 153,672 – – (126,582 ) 10,765,319 27,090 8,384 1,218 9,602 – 34 5/18/2020 5/18/2021 50,200 – – (50,200 ) 4,121,766 – 2,414 233 538 – 35 8/24/2020 8/24/2021 85,000 – – (85,000 ) 5,759,130 – 1,803 813 (8) 68,564 36-1 9/3/2020 1/3/2021 122,400 – – – – 122,400 3,970 5,646 9,615 – 36-2 11/3/2020 1/3/2021 122,400 – – – – 122,400 1,934 5,326 7,260 – 36-3 12/29/2020 1/3/2021 122,400 – – – – 122,400 98 5,326 5,424 – 37-1 9/3/2020 6/30/2021 67,000 – – – – 67,000 2,197 1,652 3,849 67,000 37-2 11/2/2020 6/30/2021 66,500 – – – – 66,500 1,091 1,640 2,730 66,500 37-3 12/29/2020 6/30/2021 66,500 – – – – 66,500 55 1,640 1,694 66,500 38 2/9/2021 2/9/2022 – 103,500 – – – 103,500 – 851 851 – $ 2,584,967 $ 103,500 $ (7,675 ) $ (705,758 ) 54,208,823 $ 1,975,034 $ 502,565 $ 79,190 $ 271,607 $ 292,864 |
10. Fair Value Measurement
10. Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | 10. FAIR VALUE MEASUREMENT The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: The following are the hierarchical levels of inputs to measure fair value: · Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. · Level 2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed 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 March 31, 2021, and December 31, 2020, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of March 31, 2021 and December 31, 2020, respectively, in the amounts of $3,076,328 and $2,903,663, have a level 3 classification. Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the three months ended March 31, 2021, the Company’s stock price decreased from its initial valuation and thus, the derivative liability also decreased. Although, this decrease is offset by an increase in derivative liabilities from new convertible notes that an embedded derivative liability. 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 $3,076,328 and $2,903,663 on March 31, 2021 and December 31, 2020, respectively, and will subsequently remeasures the fair value at the end of each reporting period, and record the change of fair value in the condensed consolidated statement of operation during the corresponding period. Please refer to Note 2 for further explanation. The following table provides a summary of changes in fair value of our Level 3 financial liabilities for the three months ended March 31, 2021: Derivative Liability, December 31, 2020 $ 2,903,663 Day 1 Loss 438,321 Discount on derivatives 645,000 Derivatives settled (1,024,373 ) Mark to market adjustment 113,717 Derivative Liability, March 31, 2021 $ 3,076,328 The above tables also include derivative liabilities related to warrants to purchase co mmon stock of $22 at March 31, 2021. Net loss for the period included mark-to-market adjustments relating to the liabilities held during the three months ended March 31, 2021 in the amounts of $7,197. 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: For the Periods Ended March 31, 2021 December 31, 2020 Volatility 262.71% 204.5% - 1,005.9% Risk-free interest rate .09% .09% - .18% Expected term .4 - .5 .33 – 2.5 |
11. Capital Stock
11. Capital Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | 11. CAPITAL STOCK Preferred Stock Effective March 29, 2021, $265,000 in principle from convertible debt and conventional debt and $298,195 in accrued interest was converted into 140,799 shares of preferred stock series B with a $4.00 stated value per share. This has not yet been reflected in the statement of deficiency in shareholders’ equity. 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 & 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 of common stock is less than $4 per share one (1) share the Preferred Stock 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 of common stock is equal to or greater than $4 per share one (1) share the Preferred Stock 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 have conversion rights to common stock 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 three months ended March 31, 2021, 54,068,024 shares of common stock were issued upon conversion of certain convertible notes payable (see Footnote 9). |
12. Warrants
12. Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | 12. WARRANTS The initial and ending valuation of the warrants as of March 31, 2021 are as follows: March 31, 2021 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 March 31, 2021: Volatility 1,847% - 1,861% Risk-free interest rate 1.60% - 1.83% Expected term 0.5 – 7.0 The following tables summarize all warrant outstanding as of March 31, 2021, and the related changes during this period. The warrants expire three years from grant date, which as of March 31, 2021 is 1.31 years. The intrinsic value of the warrants as of March 31, 2021 was $-0-. Number of Weighted Stock Warrants Balance at December 31, 2020 6,614,287 $ 0.21 Granted – – Exercised – – Expired – – Balance at March 31, 2021 6,614,287 0.21 Warrants Exercisable at March 31, 2021 6,614,287 $ 0.21 |
13. Discontinued Operations
13. Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 13. DISCONTINUED OPERATIONS Management has decided to divest from the food services sector due primarily to a shift in strategy to focus time and resources on opportunities in the financial services sector to build upon its tax subsidiaries with related debt, credit, billing, and real estate opportunities. The Company’s restaurant franchise operations have been hard hit by the economic pressure of the COVID-19 pandemic and the subsequent directives and responses to this crisis taken by federal, state, and local governments. In light of current circumstances arising from the COVID-19 pandemic, Cardiff, as a public reporting company, must evaluate what the Company should and are obligated to do in order to protect shareholders from the negative effects of this pandemic. As a result, management entered into agreements with the existing managers who were the original owners of Romeo’s NY Pizza (“Romeo’s”) and Repicci’s Franchise Group (“Repicci’s”) to buyback the subsidiaries previously purchased by Cardiff Lexington Corp. The Company and the Repicci’s manager have entered into a Resignation, Release & Buyback Agreement and a Resignation, Release & Buyback Agreement Addendum (“Repicci’s Agreements”) which was effective June 1, 2020. Pursuant to the Repicci’s Agreement, the Repicci’s manager resigned employment from the Company effective June 1, 2020 and has purchased the Repicci’s subsidiary in exchange for returning 81,601 Preferred Shares Series H stock (“Preferred H”) which is held by the Company as treasury stock. The Repicci’s manager retained 37,500 shares of Preferred H shares subject to the terms of the Repicci’s Agreements. There was a gain on disposal in the amount of $216,013 in June 2020. The Company and the Romeo’s manager have entered into a Resignation, Release & Buyback Agreement and a Resignation, Release & Buyback Agreement Addendum (“Romeo Agreements”) which is effective July 1, 2020. Pursuant to the Romeo Agreement, Romeo’s manager resigned employment from the Company effective July 1, 2020 and has purchased back the Romeo’s subsidiary in exchange for returning 212,500 Preferred Shares Series D stock (“Preferred D”). The Romeo’s manager will retain 37,500 shares of Preferred D shares subject to the terms of the Romeo Agreements. There was a loss on disposal in the amount of $21,140 in July 2020. In April 2019, the Company discontinued operating Red Rock Travel due to continuing operating losses. Net liabilities of discontinued operations at March 31, 2021 are $2,711,302. |
14. Commitments and Contingenci
14. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Leases The Company recorded operating lease expense of $17,253 and $16,790 for the three months ended March 31, 2021 and 2020, respectively. The Company has property leases that are renewable on an annual basis, with no long-term property lease commitments. Employees We have an employment agreement effective August 1, 2020 to December 31, 2025 with the Chairman of the Board, Mr. Thompson. with automatic extension for additional successive one (1) year renewals terms unless terminated as defined in the agreement. We provide for compensation of $30,0 We have an employment agreement effective August 1, 2020 to December 31, 2025 with the Chief Executive Officer, Mr. Cunningham 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. The Company agreed to pay $120,000 per year to the Chief Operating Officer based on his amended employment agreement executed on May 15, 2019. The total outstanding accrued compensation as of March 31, 2021 and December 31, 2020 were $30,000 and $120,000, respectively to be paid in common shares. 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. In April 2021, the Company’s Chief Financial Officer was terminated. Whereby we provided for compensation of $8,500 per month along with a bonus contingent upon successful up listing on Nasdaq with preferred share and stock options. 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. In April 2021, the Company’s Chief Financial Officer was replaced. 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 the other is for $9,213,083 for medical doctor’s office who specializes in orthopedic care and surgery. We acquired Redrock Travel on May 1, 2018. After numerous violations of the Management Agreement it was determined by o The Company is currently in negotiations for the purchase two companies planning to finalize in the second quarter of 2021. One is for the purchase of seven orthopedic and spine operating primary, specialty and ancillary care facilities for $6,079,334 and the other is a consulting firm specializing in the cancellation and removal of consumer timeshare debt for $11,000,000. |
15. Income Taxes
15. Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 15. INCOME TAXES At March 31, 2021 the Company had federal and state net operating loss carry forwards of approximately $18,000,000 that expire over various years through the year 2038. Due to operating losses, there is no provision for current federal or state income taxes for the year ended December 31, 2020. 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. |
16. Subsequent Events
16. Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS The Company entered an Allonge Agreement Addendum on May 3, 2021, with a note holder, amending that certain Secured Promissory Note, dated as of July 10, 2018. The Company’s failure to pay the amounts due under the Note by their original due dates shall not constitute an Event of Default under the Note. The Maturity Date shall be amended to be Wednesday, November 3, 2021. Beginning on May 10, 2021, and continuing on the same calendar of each month thereafter Borrower shall be required to make monthly payments of interest equal to at least $10,404. The total amount due under the Note, including but not limited to, Principal Amount, capitalized interest, and fees, shall be $1,050,246. The Company entered an Allonge Agreement Addendum on May 3, 2021, with a note holder amending that certain Senior Secured Principal Amount Promissory Note, dated as of September 9, 2019 with an original maturity date of December 31, 2020. The Company’s failure to pay the amounts due under the Note by their original due dates shall not constitute an Event of Default under the Note. The Maturity Date shall be amended to be Wednesday, November 3, 2021. All outstanding amounts owed pursuant to the Note including but not limited to, Principal Amount, capitalized interest, and fees shall be $500,000. Subsequent to March 31, 2021, the Company completed a change from a Florida corporation to a Nevada corporation. The Company filed an Article of Dissolution with the Florida Secretary of State with an effective date of April 15, 2021 and the Company filed an Articles of Domestication with the State of Nevada Office of the Secretary of State with an effective date of April 13, 2021. |
17. Segment Reporting
17. Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 17. SEGMENT REPORTING The Company has two reportable operating segment 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) Financial 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, bookkeeping and general accounting. 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 home owners from purchasing a traditional house, the Company will provide a "lease to own" option so people secure their family home. Platinum Tax 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 March 31, 2021 As of December 31, 2020 Assets: Affordable Housing Rentals $ 257,449 $ 258,813 Financial Services 4,750,362 4,369,195 Others 153,327 302,139 Consolidated assets $ 5,161,138 $ 4,930,147 For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020 Revenues: Affordable Housing Rentals $ 38,979 $ 38,212 Financial Services 892,947 922,514 Total revenues $ 931,926 $ 960,726 Cost of Sales: Affordable Housing Rentals $ 40,167 $ 36,821 Financial Services 451,788 394,798 Total cost of sales $ 491,955 $ 431,619 Income (Loss) from Operations From Subsidiaries: Affordable Housing Rentals $ (1,364 ) $ 791 Financial Services (81,835 ) 16,937 Total Income (Loss) from operations from subsidiaries $ (83,199 ) $ 17,728 Loss From Operations from Cardiff Lexington $ (292,648 ) $ (250,610 ) Total loss from operations $ (375,847 ) $ (232,882 ) |
1. Summary of Significant Acc_2
1. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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. On April 13, 2021 Cardiff Lexington Corporation converted from a Florida Corporation to a Nevada 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 8, 2019 Red Rock Travel Group, LLC (“Red Rock”), acquired July 31, 2018, discontinued May 31, 2019 |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying September 30, 2020 interim condensed consolidated financial statements (“financial statements”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, but we believe the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated financial statements included herein. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the periods presented are not necessarily indicative of results to be expected for the full fiscal year or any other periods. |
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 of Common Stock effective December 31, 2018. In the first quarter of 2020, the Company announced a reverse split of several of its Preferred Stock Classes effective December 31, 2019. In May 2020, the Company affected a 10,000:1 reverse split of Common Stock . Subsequent to March 31, 2021, the Company completed a change in domicile from a Florida corporation to a Nevada Corporation. |
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 recognized 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 condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. 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 $0 and $21,870 as of March 31, 2021 and December 31, 2020, respectfully. As of March 31, 2021 and December 31, 2020, the Company had accounts receivable of $25,483 and $16,377, 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 believes such assumptions are also comparable to those that would be used by other marketplace participants. During quarters ended March 31, 2021 and 2020, 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 Black-Scholes 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 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 condensed 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 condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2021 and December 31, 2020. Refer to Note 2. Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – March 31, 2021 $ – $ – $ 3,076,328 $ 3,076,328 Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2020 $ – $ – $ 2,903,663 $ 2,903,663 |
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 condensed 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 periods ended March 31, 2021 and December 31, 2020, the Company did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions. |
Loss per Share | Loss per Share FASB ASC Subtopic 260, Earnings Per Share |
Going Concern | Going Concern The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2021, the Company has sustained recurring losses and accumulated a working capital deficit of approximately $12 million. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. 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) | 3 Months Ended |
Mar. 31, 2021 | |
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 condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2021 and December 31, 2020. Refer to Note 2. Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – March 31, 2021 $ – $ – $ 3,076,328 $ 3,076,328 Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2020 $ – $ – $ 2,903,663 $ 2,903,663 |
2. Restatement of Previously _2
2. Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: 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 ) Impact of correction of error March 31, 2021 (Unaudited) As previously reported Adjustments As restated Total assets $ 5,161,138 $ – $ 5,161,138 Derivative liability 2,402,858 673,470 3,076,328 Net, liabilities of discontinued operations 2,466,063 245,239 2,711,302 Other 8,091,307 – 8,091,307 Total liabilities 12,960,228 918,709 13,878,937 Accumulated deficit (66,433,585 ) (918,709 ) (67,352,294 ) Others 58,634,495 – 58,634,495 Total deficiency in shareholders' equity $ (7,799,090 ) $ (918,709 ) $ (8,717,799 ) Impact of correction of error - quarter Quarter ended March 31, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (233,954 ) $ – $ (233,954 ) Change in value of derivative liability (4,467,534 ) 729,435 (3,738,099 ) Others (326,279 ) – (326,279 ) Other income (expense) (4,793,813 ) 729,435 (4,064,378 ) Net loss before discontinued operations (5,027,767 ) 729,435 (4,298,332 ) Loss from discontinued operations (548,002 ) 199,603 (348,399 ) Gain from discontinued operations – – – Loss from discontinued operations (548,002 ) 199,603 (348,399 ) Net loss (5,575,769 ) 929,038 (4,646,731 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (5,575,769 ) $ (676,228 ) $ (6,251,997 ) Basic and Diluted Earnings (loss) per Share Continued Operations $ (49.17 ) $ (57.45 ) Discontinued Operations $ (5.09 ) $ (3.39 ) 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 Quarter ended March 31, 2021 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (375,847 ) $ – $ (375,847 ) Change in value of derivative liability (376,874 ) (175,165 ) (552,039 ) Others (821,546 ) – (821,546 ) Other income (expense) (1,198,420 ) (175,165 ) (1,373,585 ) Net loss before discontinued operations (1,574,267 ) (175,165 ) (1,749,432 ) Loss from discontinued operations (24,098 ) 4,491 (19,607 ) Net loss $ (1,598,365 ) $ (170,674 ) $ (1,769,039 ) Basic and Diluted Earnings (loss) per Share Continued Operations $ (0.03 ) $ (0.03 ) Discontinued Operations $ – $ (0.00 ) Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 56,243,481 56,243,481 Discontinued Operations 56,243,481 56,243,481 |
3. Accounts payable and accru_2
3. Accounts payable and accrued expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | March 31, 2021 December 31, 2020 Accounts payable $ 189,207 $ 119,653 Accrued credit cards 29,093 28,548 Accrued income, payroll and other taxes 280,528 282,798 Accrued advertising 104,985 75,963 Accrued payroll 18,233 27,569 Accrued expenses other 82,542 82,542 Total $ 704,588 $ 617,073 |
4. Property and Equipment, Net
4. Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of March 31, 2021 and December 31, 2020 is as following: March 31, 2021 December 31, 2020 Residential housing $ 341,205 $ 341,205 Furniture, fixture and equipment 76,017 76,017 Total 417,222 417,222 Less: accumulated depreciation (211,031 ) (205,443 ) Property and equipment, net $ 206,191 $ 211,779 |
8. Notes and Loans Payable (Tab
8. Notes and Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable at March 31, 2021 and December 31, 2020 are summarized as follows: March 31, 2021 December 31, 2020 Notes and Loans Payable - Unrelated Parties $ 1,577,959 $ 1,347,690 Notes and Loans Payable - Related Party 37,006 37,885 Total 1,614,965 1,385,575 Less current portion 1,138,796 947,912 Long-term portion $ 476,169 $ 437,663 |
Schedule of Maturities of Long-term Debt | Long-term debt matures as follows: Amount 2022 $ 1,138,796 2023 177,231 2024 29,118 2025 9,993 2026 9,993 Thereafter 249,833 Total $ 1,614,964 |
9. Convertible Notes Payable (T
9. Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes summary | Convertible notes at March 31, 2021 and December 31, 2020 are summarized as follows: March 31, 2021 December 31, 2020 Convertible notes payable - unrelated party $ 1,975,034 $ 2,584,967 Discounts on convertible notes payable (292,864 ) (108,320 ) Total convertible debt less debt discount 1,682,170 2,476,647 Current portion 1,682,170 2,476,647 Long-term portion $ – $ – |
Schedule of convertible notes details | The following is a schedule of convertible notes payable from December 31, 2020 to March 31, 2021. Note # Issuance Maturity Principal Balance 12/31/20 New Loan Cash Paydown Principal Conversions Shares Issued Upon Conversion Principal Balance 3/31/21 Accrued Interest on Convertible Debt at 12/31/20 Interest Expense On Convertible Debt For the Period Ended 3/31/21 Accrued Interest on Convertible Debt at 3/31/21 Unamortized Debt Discount At 3/31/21 1 8/21/2008 8/21/2009 $ 150,000 $ – $ – $ (150,000 ) 140,799 $ – $ 225,800 $ – $ – $ – 7 2/9/2016 On demand 8,485 – – – – 8,485 4,430 418 4,849 – 7-1 10/28/2016 10/28/2017 25,000 – – – – 25,000 23,119 1,233 24,353 – 9 9/12/2016 9/12/2017 80,000 – – – 5,130,000 80,000 64,701 3,945 32,737 – 10 1/24/2017 1/24/2018 55,000 – – ( 42,354 ) 4,714,626 12,646 42,134 1,863 25,926 – 11-1 2/21/2017 2/21/2018 – – – – – – – – (480) – 11-2 3/16/2017 3/16/2018 21,345 – – (4,000 ) – 17,345 4,433 855 5,288 – 13-2 7/24/2018 1/24/2019 43,961 – – – – 43,961 1,525 1,951 3,476 – 22 7/10/2018 1/10/2021 838,433 – (7,675 ) – – 830,758 49,023 23,537 72,560 24,300 22-1 2/20/2019 1/10/2021 61,704 – – – – 61,704 13,754 3,642 17,406 – 22-3 4/10/2019 1/10/2021 56,095 – – – – 56,095 11,876 3,320 15,196 – 25 8/13/2018 2/13/2019 118,292 – – (93,310 ) 11,722,111 24,982 6,811 3,486 1,921 – 26 8/10/2017 1/27/2018 20,000 – – – – 20,000 7,533 740 8,273 – 29-1 11/8/2019 11/8/2020 101,374 – – (92,482 ) 6,608,030 8,892 178 3,484 2,380 – 29-2 11/8/2019 11/8/2020 62,367 – – – – 62,367 7,176 3,691 10,867 – 31 8/28/2019 8/28/2020 61,839 – – (61,830 ) 5,247,042 9 10,825 1,447 (3,234) – 32 5/22/2019 5/22/2020 25,000 – – – – 25,000 7,301 1,233 8,534 – 33 2/11/2020 2/11/2021 153,672 – – (126,582 ) 10,765,319 27,090 8,384 1,218 9,602 – 34 5/18/2020 5/18/2021 50,200 – – (50,200 ) 4,121,766 – 2,414 233 538 – 35 8/24/2020 8/24/2021 85,000 – – (85,000 ) 5,759,130 – 1,803 813 (8) 68,564 36-1 9/3/2020 1/3/2021 122,400 – – – – 122,400 3,970 5,646 9,615 – 36-2 11/3/2020 1/3/2021 122,400 – – – – 122,400 1,934 5,326 7,260 – 36-3 12/29/2020 1/3/2021 122,400 – – – – 122,400 98 5,326 5,424 – 37-1 9/3/2020 6/30/2021 67,000 – – – – 67,000 2,197 1,652 3,849 67,000 37-2 11/2/2020 6/30/2021 66,500 – – – – 66,500 1,091 1,640 2,730 66,500 37-3 12/29/2020 6/30/2021 66,500 – – – – 66,500 55 1,640 1,694 66,500 38 2/9/2021 2/9/2022 – 103,500 – – – 103,500 – 851 851 – $ 2,584,967 $ 103,500 $ (7,675 ) $ (705,758 ) 54,208,823 $ 1,975,034 $ 502,565 $ 79,190 $ 271,607 $ 292,864 |
10. Fair Value Measurement (Tab
10. Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of changes in fair value | The following table provides a summary of changes in fair value of our Level 3 financial liabilities for the three months ended March 31, 2021: Derivative Liability, December 31, 2020 $ 2,903,663 Day 1 Loss 438,321 Discount on derivatives 645,000 Derivatives settled (1,024,373 ) Mark to market adjustment 113,717 Derivative Liability, March 31, 2021 $ 3,076,328 |
Assumptions for fair value of derivative liabilities | The following table provides a summary of changes in fair value of our Level 3 financial liabilities for the three months ended March 31, 2021: Derivative Liability, December 31, 2020 $ 2,903,663 Day 1 Loss 438,321 Discount on derivatives 645,000 Derivatives settled (1,024,373 ) Mark to market adjustment 113,717 Derivative Liability, March 31, 2021 $ 3,076,328 |
12. Warrants (Tables)
12. Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Valuation of warrants | The initial and ending valuation of the warrants as of March 31, 2021 are as follows: March 31, 2021 Initial Valuation $ 6,135 Ending Value $ 3,795 |
Schedule of warrant assumptions | The table below set forth the assumptions for the Black-Scholes Model on each initial date and March 31, 2021: Volatility 1,847% - 1,861% Risk-free interest rate 1.60% - 1.83% Expected term 0.5 – 7.0 |
Schedule of warrant activity | The following tables summarize all warrant outstanding as of March 31, 2021, and the related changes during this period. The warrants expire three years from grant date, which as of March 31, 2021 is 1.31 years. The intrinsic value of the warrants as of March 31, 2021 was $-0-. Number of Weighted Stock Warrants Balance at December 31, 2020 6,614,287 $ 0.21 Granted – – Exercised – – Expired – – Balance at March 31, 2021 6,614,287 0.21 Warrants Exercisable at March 31, 2021 6,614,287 $ 0.21 |
17. Segment Reporting (Tables)
17. Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | As of March 31, 2021 As of December 31, 2020 Assets: Affordable Housing Rentals $ 257,449 $ 258,813 Financial Services 4,750,362 4,369,195 Others 153,327 302,139 Consolidated assets $ 5,161,138 $ 4,930,147 For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020 Revenues: Affordable Housing Rentals $ 38,979 $ 38,212 Financial Services 892,947 922,514 Total revenues $ 931,926 $ 960,726 Cost of Sales: Affordable Housing Rentals $ 40,167 $ 36,821 Financial Services 451,788 394,798 Total cost of sales $ 491,955 $ 431,619 Income (Loss) from Operations From Subsidiaries: Affordable Housing Rentals $ (1,364 ) $ 791 Financial Services (81,835 ) 16,937 Total Income (Loss) from operations from subsidiaries $ (83,199 ) $ 17,728 Loss From Operations from Cardiff Lexington $ (292,648 ) $ (250,610 ) Total loss from operations $ (375,847 ) $ (232,882 ) |
1. Summary of Significant Acc_4
1. Summary of Significant Accounting Policies (Details - Estimated useful lives) | 3 Months Ended |
Mar. 31, 2021 | |
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 ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair value of derivative liability | $ 3,076,328 | $ 2,903,663 |
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 | $ 3,076,328 | $ 2,903,663 |
1. Summary of Significant Acc_6
1. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 25,483 | $ 16,377 |
Uncertain tax positions | 0 | 0 |
Allowances for doubtful account | $ 0 | $ 21,870 |
2. Restatement of Previously _3
2. Restatement of Previously Issued Financial Statements (Details - Financial Statements) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total assets | $ 5,161,138 | $ 4,930,147 | ||
Total liabilities | 13,879,060 | 13,802,481 | ||
Accumulated deficit | (67,352,294) | (65,583,255) | ||
Total deficiency in shareholders' equity | (8,717,799) | $ (10,944,749) | (8,872,334) | $ (6,726,704) |
Loss from operations | (375,847) | (233,954) | ||
Change in value of derivative liability | (552,039) | (3,738,099) | ||
Other income (expense) | (1,373,585) | (4,064,377) | ||
Net loss | (1,769,039) | (4,646,730) | ||
Net loss attributable to common stockholders | (1,769,039) | (6,251,996) | ||
As Previously Reported [Member] | ||||
Total assets | 5,161,138 | 4,930,147 | ||
Derivative liability | 2,402,858 | 2,405,358 | ||
Net, liabilities of discontinued operations | 2,466,063 | 2,441,965 | ||
Other | 8,091,307 | 8,207,123 | ||
Total liabilities | 12,960,228 | 13,054,446 | ||
Accumulated deficit | (66,433,585) | (64,835,220) | ||
Others | 58,634,495 | 56,710,921 | ||
Total deficiency in shareholders' equity | (7,799,090) | (8,124,299) | ||
Loss from operations | (375,847) | (233,954) | ||
Change in value of derivative liability | (376,874) | (4,467,534) | ||
Others | (821,546) | (326,279) | ||
Other income (expense) | (1,198,420) | (4,793,813) | ||
Net loss before discontinued operations | (1,574,267) | (5,027,767) | ||
Loss from discontinued operations | (548,002) | |||
Gain from discontinued operations | ||||
Loss from discontinued operations | (24,098) | (548,002) | ||
Net loss | $ (1,598,365) | (5,575,769) | ||
Deemed dividend on preferred stock | ||||
Net loss attributable to common stockholders | $ (5,575,769) | |||
Basic and Diluted Earnings (loss) per Share | ||||
Continued Operations | $ (0.03) | $ (49.17) | ||
Discontinued Operations | $ (5.09) | |||
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share | ||||
Continued Operations | 56,243,481 | 102,762 | ||
Discontinued Operations | 56,243,481 | 102,762 | ||
Adjustments [Member] | ||||
Total assets | ||||
Derivative liability | 673,470 | 498,305 | ||
Net, liabilities of discontinued operations | 245,239 | 249,730 | ||
Other | ||||
Total liabilities | 918,709 | 748,035 | ||
Accumulated deficit | (918,709) | (748,035) | ||
Others | ||||
Total deficiency in shareholders' equity | (918,709) | (748,035) | ||
Loss from operations | ||||
Change in value of derivative liability | (175,165) | 729,435 | ||
Others | ||||
Other income (expense) | (175,165) | 729,435 | ||
Net loss before discontinued operations | (175,165) | 729,435 | ||
Loss from discontinued operations | 199,603 | |||
Gain from discontinued operations | ||||
Loss from discontinued operations | 4,491 | 199,603 | ||
Net loss | (170,674) | 929,038 | ||
Deemed dividend on preferred stock | (1,605,266) | |||
Net loss attributable to common stockholders | (676,228) | |||
As Restated [Member] | ||||
Total assets | 5,161,138 | 4,930,147 | ||
Derivative liability | 3,076,328 | 2,903,663 | ||
Net, liabilities of discontinued operations | 2,711,302 | 2,691,695 | ||
Other | 8,091,307 | 8,207,123 | ||
Total liabilities | 13,878,937 | 13,802,481 | ||
Accumulated deficit | (67,352,294) | (65,583,255) | ||
Others | 58,634,495 | 56,710,921 | ||
Total deficiency in shareholders' equity | (8,717,799) | $ (8,872,334) | ||
Loss from operations | (375,847) | (233,954) | ||
Change in value of derivative liability | (552,039) | (3,738,099) | ||
Others | (821,546) | (326,279) | ||
Other income (expense) | (1,373,585) | (4,064,378) | ||
Net loss before discontinued operations | (1,749,432) | (4,298,332) | ||
Loss from discontinued operations | (348,399) | |||
Gain from discontinued operations | ||||
Loss from discontinued operations | (19,607) | (348,399) | ||
Net loss | $ (1,769,039) | (4,646,731) | ||
Deemed dividend on preferred stock | (1,605,266) | |||
Net loss attributable to common stockholders | $ (6,251,997) | |||
Basic and Diluted Earnings (loss) per Share | ||||
Continued Operations | $ (0.03) | $ (57.45) | ||
Discontinued Operations | $ 0 | $ (3.39) | ||
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share | ||||
Continued Operations | 56,243,481 | 102,762 | ||
Discontinued Operations | 56,243,481 | 102,762 |
3. Accrued Expenses (Details)
3. Accrued Expenses (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 189,207 | $ 119,653 |
Accrued Credit cards | 29,093 | 28,548 |
Accrued Income, payroll and other taxes | 280,528 | 282,798 |
Accrued advertising | 104,985 | 75,963 |
Accrued payroll | 18,233 | 27,569 |
Accrued expenses - other | 82,542 | 82,542 |
Total | $ 704,934 | $ 617,073 |
4. Property and Equipment, Ne_2
4. Property and Equipment, Net (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Residential housing | $ 341,205 | $ 341,205 |
Furniture, fixture and equipment | 76,017 | 76,017 |
Property and equipment, gross | 417,222 | 417,222 |
Less: accumulated depreciation | (211,031) | (205,443) |
Property and equipment, net | $ 206,191 | $ 211,779 |
4. Property and Equipment, Ne_3
4. Property and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 392 | $ 319 |
5. Land (Details Narrative)
5. Land (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Real Estate [Abstract] | ||
Land | $ 603,000 | $ 603,000 |
6. Line of Credit (Details Narr
6. Line of Credit (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes to Financial Statements | ||
Interest rate | 3.45% | |
Line of credit | $ 50,434 | $ 51,927 |
Line of Credit Authorized | $ 92,500 |
7. Related Party Transactions (
7. Related Party Transactions (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Board Of Directors Chairman [Member] | ||
Deferred compensation payable | $ 1,065,000 | $ 1,035,000 |
Due to related party | 126,849 | 126,849 |
Chief Operating Officer [Member] | ||
Deferred compensation payable | 30,000 | 120,000 |
Chief Executive Officer [Member] | ||
Deferred compensation payable | $ 1,065,000 | $ 1,020,000 |
8. Notes and Loans Payable (Det
8. Notes and Loans Payable (Details - Notes Payable) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Notes and Loans Payable - Unrelated Parties | $ 1,577,959 | $ 1,347,690 |
Notes and Loans Payable - Related Party | 37,006 | 37,885 |
Total | 1,614,965 | 1,385,575 |
Current portion | 1,138,796 | 947,912 |
Long-term portion | $ 476,169 | $ 437,663 |
8. Notes and Loans Payable (D_2
8. Notes and Loans Payable (Details - Long term debt maturity) | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 1,138,796 |
2023 | 177,231 |
2024 | 29,118 |
2025 | 9,993 |
2026 | 9,993 |
Thereafter | 249,833 |
Total | $ 1,614,964 |
8. Notes and Loans Payable (D_3
8. Notes and Loans Payable (Details Narrative) - USD ($) | Oct. 07, 2020 | Jun. 02, 2020 | May 08, 2020 | Apr. 14, 2020 | Apr. 12, 2020 | Feb. 23, 2021 | Feb. 19, 2021 | Jun. 16, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Notes payable outstanding | $ 1,577,959 | $ 1,347,690 | ||||||||
Key Tax [Member] | ||||||||||
Notes payable outstanding | 35,435 | 35,164 | ||||||||
Auto Loan [Member] | ||||||||||
Notes payable outstanding | 10,989 | 10,989 | ||||||||
Accrued interest | 3,916 | 3,591 | ||||||||
Promissory Note 1 [Member] | ||||||||||
Notes payable outstanding | 0 | 50,000 | ||||||||
Accrued interest | 0 | 37,822 | ||||||||
Promissory Note 2 [Member] | ||||||||||
Notes payable outstanding | 0 | 50,000 | ||||||||
Accrued interest | 0 | 36,505 | ||||||||
Promissory Note 3 [Member] | ||||||||||
Notes payable outstanding | 0 | 15,000 | ||||||||
Accrued interest | 0 | 15,000 | ||||||||
Promissory Note 4 [Member] | ||||||||||
Notes payable outstanding | 410,000 | 410,000 | ||||||||
Accrued interest | 63,803 | 53,693 | ||||||||
PPP loan [Member] | ||||||||||
Accrued interest | 2,797 | |||||||||
Proceeds from loans | $ 127,400 | |||||||||
Interest rate | 1.00% | |||||||||
Maturity date | Apr. 14, 2022 | |||||||||
Loan payable | 127,400 | |||||||||
PPP loan 1 [Member] | ||||||||||
Accrued interest | 2,339 | |||||||||
Proceeds from loans | $ 257,500 | |||||||||
Interest rate | 1.00% | |||||||||
Maturity date | May 8, 2022 | |||||||||
Loan payable | 257,500 | |||||||||
PPP loan 2 [Member] | ||||||||||
Accrued interest | 0 | |||||||||
Proceeds from loans | $ 229,500 | |||||||||
Interest rate | 1.00% | |||||||||
Maturity date | Feb. 19, 2023 | |||||||||
Loan payable | 229,500 | |||||||||
PPP loan 3 [Member] | ||||||||||
Accrued interest | 0 | |||||||||
Proceeds from loans | $ 117,550 | |||||||||
Interest rate | 1.00% | |||||||||
Maturity date | Feb. 23, 2023 | |||||||||
Loan payable | 117,550 | |||||||||
SBA loan [Member] | ||||||||||
Accrued interest | 4,716 | |||||||||
Proceeds from loans | $ 150,000 | |||||||||
Interest rate | 3.75% | |||||||||
Maturity date | Jun. 2, 2050 | |||||||||
Loan payable | 149,900 | |||||||||
SBA loan [Member] | ||||||||||
Accrued interest | 876 | |||||||||
Proceeds from loans | $ 20,000 | $ 20,000 | ||||||||
Loan payable | 20,000 | |||||||||
SBA loan [Member] | ||||||||||
Accrued interest | 1,326 | |||||||||
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 | 102,991 | 104,772 | ||||||||
Accrued interest | $ 53,559 | $ 48,909 | ||||||||
Short Term Loans [Member] | Minimum [Member] | ||||||||||
Interest rate | 12.00% | |||||||||
Short Term Loans [Member] | Maximum [Member] | ||||||||||
Interest rate | 18.00% |
9. Convertible Notes Payable (D
9. Convertible Notes Payable (Details - Convertible notes) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible notes | $ 1,975,034 | $ 2,584,967 |
Discounts on convertible notes payable | (292,864) | (108,320) |
Total convertible debt less debt discount | 1,682,170 | 2,476,647 |
Current Portion | 1,682,170 | 2,476,647 |
Long-Term Portion | 0 | 0 |
Unrelated Party [Member] | ||
Convertible notes | $ 1,975,034 | $ 2,584,967 |
9. Convertible Notes Payable _2
9. Convertible Notes Payable (Details- Convertible debt instruments) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Principal Balance | $ 1,975,034 | $ 2,584,967 | |
New Loans | 103,500 | $ 150,000 | |
Cash Paydown | (7,675) | ||
Principal Conversions | $ (705,758) | $ (100,203) | |
Shares issued upon conversion | 54,208,823 | 65,324 | |
Accrued Interest | $ 271,607 | $ 502,565 | |
Interest expense | 79,190 | ||
Unamortized Debt Discount | $ 292,864 | 108,320 | |
Convertible Note 1 [Member] | |||
Debt issuance date | Aug. 21, 2008 | ||
Debt Maturity date | Aug. 21, 2009 | ||
Principal Balance | $ 0 | 150,000 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ (150,000) | ||
Shares issued upon conversion | 140,799 | ||
Accrued Interest | $ 0 | 225,800 | |
Interest expense | 0 | ||
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 | ||
Accrued Interest | $ 4,849 | 4,430 | |
Interest expense | 418 | ||
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 | ||
Accrued Interest | $ 24,353 | 23,119 | |
Interest expense | 1,233 | ||
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 | 5,130,000 | ||
Accrued Interest | $ 32,737 | 64,701 | |
Interest expense | 3,945 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 10 [Member] | |||
Debt issuance date | Jan. 24, 2017 | ||
Debt Maturity date | Jan. 24, 2018 | ||
Principal Balance | $ 12,646 | 55,000 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ (42,354) | ||
Shares issued upon conversion | 4,714,626 | ||
Accrued Interest | $ 25,926 | 42,134 | |
Interest expense | 1,863 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 11-1 [Member] | |||
Debt issuance date | Feb. 21, 2017 | ||
Debt Maturity date | Feb. 21, 2018 | ||
Principal Balance | $ 0 | 0 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ (480) | 0 | |
Interest expense | 0 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 11-2 [Member] | |||
Debt issuance date | Mar. 16, 2017 | ||
Debt Maturity date | Mar. 16, 2018 | ||
Principal Balance | $ 17,345 | 21,345 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ (4,000) | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 5,288 | 4,433 | |
Interest expense | 855 | ||
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 | 43,961 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 3,476 | 1,525 | |
Interest expense | 1,951 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 22 [Member] | |||
Debt issuance date | Jul. 10, 2018 | ||
Debt Maturity date | Jan. 10, 2021 | ||
Principal Balance | $ 830,758 | 838,433 | |
New Loans | 0 | ||
Cash Paydown | (7,675) | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 72,560 | 49,023 | |
Interest expense | 23,537 | ||
Unamortized Debt Discount | $ 24,300 | ||
Convertible Note 22-1 [Member] | |||
Debt issuance date | Feb. 20, 2019 | ||
Debt Maturity date | Jan. 10, 2021 | ||
Principal Balance | $ 61,704 | 61,704 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 17,406 | 13,754 | |
Interest expense | 3,642 | ||
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 | 56,095 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 15,196 | 11,876 | |
Interest expense | 3,320 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 25 [Member] | |||
Debt issuance date | Aug. 13, 2018 | ||
Debt Maturity date | Feb. 13, 2019 | ||
Principal Balance | $ 24,982 | 118,292 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ (93,310) | ||
Shares issued upon conversion | 11,722,111 | ||
Accrued Interest | $ 1,921 | 6,811 | |
Interest expense | 3,486 | ||
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 | ||
Accrued Interest | $ 8,273 | 7,533 | |
Interest expense | 740 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 29-1 [Member] | |||
Debt issuance date | Nov. 8, 2019 | ||
Debt Maturity date | Nov. 8, 2020 | ||
Principal Balance | $ 8,892 | 101,374 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ (92,482) | ||
Shares issued upon conversion | 6,608,030 | ||
Accrued Interest | $ 2,380 | 178 | |
Interest expense | 3,484 | ||
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 | ||
Accrued Interest | $ 10,867 | 7,176 | |
Interest expense | 3,691 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 31 [Member] | |||
Debt issuance date | Aug. 28, 2019 | ||
Debt Maturity date | Aug. 28, 2020 | ||
Principal Balance | $ 9 | 61,839 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ (61,830) | ||
Shares issued upon conversion | 5,247,042 | ||
Accrued Interest | $ (3,234) | 10,825 | |
Interest expense | 1,447 | ||
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 | ||
Accrued Interest | $ 8,534 | 7,301 | |
Interest expense | 1,233 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 33 [Member] | |||
Debt issuance date | Feb. 11, 2020 | ||
Debt Maturity date | Feb. 11, 2021 | ||
Principal Balance | $ 27,090 | 153,672 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ (126,582) | ||
Shares issued upon conversion | 10,765,319 | ||
Accrued Interest | $ 9,602 | 8,384 | |
Interest expense | 1,218 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 34 [Member] | |||
Debt issuance date | May 18, 2020 | ||
Debt Maturity date | May 18, 2021 | ||
Principal Balance | $ 0 | 50,200 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ (50,200) | ||
Shares issued upon conversion | 4,121,766 | ||
Accrued Interest | $ 538 | 2,414 | |
Interest expense | 233 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 35 [Member] | |||
Debt issuance date | Aug. 24, 2020 | ||
Debt Maturity date | Aug. 24, 2021 | ||
Principal Balance | $ 0 | 85,000 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ (85,000) | ||
Shares issued upon conversion | 5,759,130 | ||
Accrued Interest | $ (8) | 1,803 | |
Interest expense | 813 | ||
Unamortized Debt Discount | $ 68,564 | ||
Convertible Note 36-1 [Member] | |||
Debt issuance date | Sep. 3, 2020 | ||
Debt Maturity date | Jan. 3, 2021 | ||
Principal Balance | $ 122,400 | 122,400 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 9,615 | 3,970 | |
Interest expense | 5,646 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 36-2 [Member] | |||
Debt issuance date | Nov. 3, 2020 | ||
Debt Maturity date | Jan. 3, 2021 | ||
Principal Balance | $ 122,400 | 122,400 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 7,260 | 1,934 | |
Interest expense | 5,326 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 36-3 [Member] | |||
Debt issuance date | Dec. 29, 2020 | ||
Debt Maturity date | Jan. 3, 2021 | ||
Principal Balance | $ 122,400 | 122,400 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 5,424 | 98 | |
Interest expense | 5,326 | ||
Unamortized Debt Discount | $ 0 | ||
Convertible Note 37-1 [Member] | |||
Debt issuance date | Sep. 3, 2020 | ||
Debt Maturity date | Jun. 30, 2021 | ||
Principal Balance | $ 67,000 | 67,000 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 3,849 | 2,197 | |
Interest expense | 1,652 | ||
Unamortized Debt Discount | $ 67,000 | ||
Convertible Note 37-2 [Member] | |||
Debt issuance date | Nov. 2, 2020 | ||
Debt Maturity date | Jun. 30, 2021 | ||
Principal Balance | $ 66,500 | 66,500 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 2,730 | 1,091 | |
Interest expense | 1,640 | ||
Unamortized Debt Discount | $ 66,500 | ||
Convertible Note 37-3 [Member] | |||
Debt issuance date | Dec. 29, 2020 | ||
Debt Maturity date | Jun. 30, 2021 | ||
Principal Balance | $ 66,500 | 66,500 | |
New Loans | 0 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 1,694 | 55 | |
Interest expense | 1,640 | ||
Unamortized Debt Discount | $ 66,500 | ||
Convertible Note 38 [Member] | |||
Debt issuance date | Feb. 9, 2021 | ||
Debt Maturity date | Feb. 9, 2022 | ||
Principal Balance | $ 103,500 | 0 | |
New Loans | 103,500 | ||
Cash Paydown | 0 | ||
Principal Conversions | $ 0 | ||
Shares issued upon conversion | 0 | ||
Accrued Interest | $ 851 | 0 | |
Interest expense | 851 | ||
Unamortized Debt Discount | $ 0 | ||
Audit [Member] | |||
Principal Balance | $ 0 |
9. Convertible Notes Payable _3
9. Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Convertible Notes Payable [Abstract] | |||
Proceeds from convertible notes payable | $ 103,500 | $ 150,000 | |
Repayment of convertible notes payable | 7,675 | $ 27,106 | |
Amortization of debt discount | $ 715,401 | $ 246,185 | |
Stock issued for conversion of debt, shares issued | 54,208,823 | 65,324 | |
Stock issued for conversion of debt, amount converted | $ 705,758 | $ 100,203 | |
Stock issued for conversion of debt, interest converted | 83,200 | 25,319 | |
Stock issued for conversion of debt, penalties and fees | 8,000 | 4,000 | |
Convertible debt | 1,975,034 | 2,584,967 | |
Debt discount | $ 292,864 | $ 108,320 |
10. Fair Value Measurement (Det
10. Fair Value Measurement (Details - Changes in fair value) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Derivative liability, beginning balance | $ 2,903,663 |
Day 1 Loss | 438,321 |
Discount from derivatives | 645,000 |
Derivatives settled | (1,024,373) |
Mark to market adjustment | 113,717 |
Derivative liability, ending balance | $ 3,076,328 |
10. Fair Value Measurement (D_2
10. Fair Value Measurement (Details - Assumptions) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Measurement Input Price Volatility [Member] | ||
Fair value assumptions | 262.71% | 204.5% - 1,005.9% |
Measurement Input Risk Free Interest Rate [Member] | ||
Fair value assumptions | .09% | .09% - .18% |
Measurement Input Expected Term [Member] | ||
Fair value assumptions | .4 - .5 Years | .33 – 2.5 Years |
10. Fair Value Measurement (D_3
10. Fair Value Measurement (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Unrealized gain/loss in derivative | $ 7,197 | |
Fair Value Inputs Level 3 [Member] | ||
Derivative liability | $ 3,076,328 | $ 2,903,663 |
11. Capital Stock (Details Narr
11. Capital Stock (Details Narrative) - USD ($) | Nov. 05, 2020 | May 11, 2020 | Feb. 10, 2020 | Jan. 09, 2020 | Aug. 24, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Reverse stock split | The Company completed a reverse stock split of 10,000:1 for common shares | 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 | 54,208,823 | 65,324 | |||||
Warrants issued, shares | 25,000 | ||||||
Warrants issued, value | $ 3,500 | ||||||
Advisor [Member] | |||||||
Stock issued for services, shares | 18,000 | 163,814 | |||||
Series H Preferred Stock [Member] | |||||||
Preferred stock converted, shares converted | 320 | ||||||
Preferred stock converted, common shares issued | 119,101 |
12. Warrants (Details - Derivat
12. Warrants (Details - Derivative liabilities) | Mar. 31, 2021USD ($) |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant fair value, at issuance | $ 6,135 |
Warrant fair value | $ 3,795 |
12. Warrants (Details - Assumpt
12. Warrants (Details - Assumptions) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2021 | |
Volatility rate | 1,847% - 1,861% |
Risk-free interest rate | 1.60% - 1.83% |
Expected term | 0.5 - 7.0 years |
12. Warrants (Details - Warrant
12. Warrants (Details - Warrant outstanding) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2021$ / 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 | |
Weighted average exercise price - Warrants exercised | $ / shares | |
Weighted average exercise price - Warrants expired | $ / shares | |
Weighted average exercise price - Warrants outstanding, ending balance | $ / shares | 0.21 |
Weighted average exercise price - Warrants exercisable | $ / shares | $ 0.21 |
12. Warrants (Details Narrative
12. Warrants (Details Narrative) - Warrant [Member] | Mar. 31, 2021USD ($) |
Warrants outstanding term | 1 year 3 months 22 days |
Intrinsic value of warrants | $ 0 |
13. Discontinued Operations (De
13. Discontinued Operations (Details Narrative) | Mar. 31, 2021USD ($) |
Discontinued Operations [Member] | |
Net liabilities of discontinued operations | $ 2,711,302 |
14. Commitments and Contingen_2
14. Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Leases | $ 17,253 | $ 16,790 |
16. Income Taxes (Details Narra
16. Income Taxes (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carrforward | $ 18,000,000 |
Operating loss carrforward expiration date | Dec. 31, 2040 |
17. Segment Reporting (Details)
17. Segment Reporting (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Assets | $ 5,161,138 | $ 4,930,147 | |
Revenues | 931,926 | $ 960,726 | |
Cost of Sales | 491,955 | $ 431,619 | |
Income (Loss) from operations | (375,847) | (232,882) | |
Affordable Housing Rentals [Member] | |||
Assets | 257,449 | 258,813 | |
Revenues | 38,979 | 38,212 | |
Cost of Sales | 40,167 | 36,821 | |
Income (Loss) from operations | (1,364) | 791 | |
Financial Services [Member] | |||
Assets | 4,750,362 | 4,369,195 | |
Revenues | 892,947 | 922,514 | |
Cost of Sales | 451,788 | 394,798 | |
Income (Loss) from operations | (81,835) | 16,937 | |
Others [Member] | |||
Assets | 153,327 | 302,139 | |
Subsidiaries [Member] | |||
Income (Loss) from operations | (83,199) | 17,728 | |
Cardiff Lexington [Member] | |||
Income (Loss) from operations | $ (292,648) | $ (250,610) |