Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | to file inline XBRL | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-49709 | |
Entity Registrant Name | Cardiff Lexington Corporation | |
Entity Central Index Key | 0000811222 | |
Entity Tax Identification Number | 84-1044583 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 400 Las Olas Blvd. | |
Entity Address, Address Line Two | Unit 1400 | |
Entity Address, City or Town | Fort Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33301 | |
City Area Code | 844 | |
Local Phone Number | 628-2100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data 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 | 232,796,735 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 1,212,978 | $ 279,311 |
Accounts receivable-net | 805,780 | 16,377 |
Assets held for sale | 187,671 | 0 |
Prepaid and other current assets | 7,392 | 0 |
Total current assets | 2,213,821 | 295,688 |
Property and equipment, net of accumulated depreciation of $263,091 and $205,443 | 283,201 | 211,779 |
Land | 540,000 | 603,000 |
Intangible assets, net | 250,000 | 253,550 |
Goodwill | 9,290,650 | 3,499,963 |
Due from related party | 149,579 | 0 |
Other assets | 34,119 | 13,600 |
Right of use assets | 331,561 | 52,567 |
Total assets | 13,092,931 | 4,930,147 |
Current liabilities | ||
Accounts payable and accrued expense | 1,001,606 | 617,073 |
Accrued expenses - related parties | 2,441,057 | 2,196,222 |
Accrued interest | 395,934 | 722,815 |
Operating lease liability | 206,452 | 54,185 |
Due to director & officer | 126,849 | 126,849 |
Deferred revenue | 0 | 353,829 |
Line of credit | 0 | 51,928 |
Preferred stock to be issued | 0 | 222,000 |
Notes payable, current portion | 666,177 | 947,912 |
Due to related party | 780 | 37,885 |
Convertible notes payable, net of debt discounts of $1,250 and $108,320, respectively | 2,119,856 | 2,476,647 |
Net liabilities of discontinued operations | 833,195 | 2,691,695 |
Derivative liability | 3,457,646 | 2,903,663 |
Total current liabilities | 11,249,552 | 13,402,703 |
Other Liabilities | ||
Notes payable – net of current portion | 605,214 | 399,778 |
Operating lease liability – net of current portion | 145,151 | 0 |
Total liabilities | 11,999,917 | 13,802,481 |
Shareholders' equity (deficit) | ||
Common stock; 7,500,000,000 shares authorized with $0.001 par value; 165,778,465 and 5,268,797 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 165,776 | 5,267 |
Treasury stock; at cost, 212,500 shares of series D preferred stock and 81,601 of series H preferred stock at September 30, 2021 and December 31, 2020, respectively, | (2,365,864) | (2,365,864) |
Additional paid-in capital | (727,116,411) | (733,649,827) |
Accumulated deficit | (68,494,184) | (65,583,255) |
Total shareholders' equity (deficit) | 1,093,014 | (8,872,334) |
Total liabilities and shareholders' equity (deficit) | 13,092,931 | 4,930,147 |
Series B Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 7,780,312 | 6,973,116 |
Series C Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 488 | 488 |
Series D Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 150,000 | 1,000,000 |
Series E Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 603,000 | 603,000 |
Series F Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 700,180 | 700,180 |
Series F-1 Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 143,008 | 143,008 |
Series G Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 1,300,976 | 1,300,976 |
Series H Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 150,000 | 476,404 |
Series I Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 779,540,000 | 780,040,000 |
Series J Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 3,579,336 | 0 |
Series K Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 8,201 | 8,201 |
Series L Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 1,277,972 | 1,277,972 |
Series N Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | 3,472,224 | 0 |
Series R Preferred Stock [Member] | ||
Shareholders' equity (deficit) | ||
Preferred Stock Value | $ 198,000 | $ 198,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accumulated depreciation | $ 263,091 | $ 205,443 |
Convertible notes payable, discount current | $ 1,250 | $ 108,320 |
Common stock, shares authorized | 7,500,000,000 | 7,500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 165,778,465 | 5,268,797 |
Common stock, shares outstanding | 165,778,465 | 5,268,797 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, Stated Value | $ 4 | $ 4 |
Preferred stock, shares issued | 1,945,078 | 1,743,279 |
Preferred stock, shares outstanding | 1,945,078 | 1,743,279 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500 | 500 |
Preferred stock, Stated Value | $ 4 | $ 4 |
Preferred stock, shares issued | 122 | 122 |
Preferred stock, shares outstanding | 122 | 122 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 800,000 | 800,000 |
Preferred stock, Stated Value | $ 4 | $ 4 |
Preferred stock, shares issued | 37,500 | 37,500 |
Preferred stock, shares outstanding | 37,500 | 37,500 |
Treasury stock | 212,500 | 212,500 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, Stated Value | $ 4 | $ 4 |
Preferred stock, shares issued | 150,750 | 150,750 |
Preferred stock, shares outstanding | 150,750 | 150,750 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares authorized | 800,000 | 800,000 |
Preferred stock, Stated 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, Stated 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, Stated 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, Stated Value | $ 4 | $ 4 |
Preferred stock, shares issued | 37,500 | 37,500 |
Preferred stock, shares outstanding | 37,500 | 37,500 |
Treasury stock | 81,601 | 81,601 |
Series I Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, Stated Value | $ 4 | $ 4 |
Preferred stock, shares issued | 194,885,000 | 195,010,000 |
Preferred stock, shares outstanding | 194,885,000 | 195,010,000 |
Series J Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, Stated Value | $ 4 | $ 4 |
Preferred stock, shares issued | 894,834 | 0 |
Preferred stock, shares outstanding | 894,834 | 0 |
Series K Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,937,500 | 10,937,500 |
Preferred stock, Stated 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 L Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, Stated Value | $ 4 | $ 4 |
Preferred stock, shares issued | 319,493 | 319,493 |
Preferred stock, shares outstanding | 319,493 | 319,493 |
Series N Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, Stated Value | $ 4 | $ 4 |
Preferred stock, shares issued | 868,056 | 0 |
Preferred stock, shares outstanding | 868,056 | 0 |
Series R Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, Stated 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUE | ||||
Total revenue | $ 3,309,793 | $ 707,908 | $ 6,424,587 | $ 2,662,145 |
COST OF SALES | ||||
Total cost of sales | 1,082,719 | 463,986 | 2,202,547 | 1,309,859 |
GROSS MARGIN | 2,227,074 | 243,922 | 4,222,040 | 1,352,286 |
OPERATING EXPENSES | ||||
Depreciation expense | 6,175 | 319 | 8,103 | 956 |
Transaction costs | 0 | 0 | 2,777,778 | 0 |
Selling, general and administrative | 1,154,249 | 774,171 | 3,101,989 | 2,242,964 |
Total operating expenses | 1,160,424 | 774,490 | 5,887,870 | 2,243,920 |
PROFIT / LOSS FROM OPERATIONS | 1,066,650 | (530,568) | (1,665,830) | (891,634) |
OTHER INCOME (EXPENSE) | ||||
Other income | 53,703 | 0 | 82,385 | (5,003) |
Change in value of derivative liability | (172,982) | 5,119,078 | (1,305,596) | 891,618 |
Gain on forgiveness of debt | 67,568 | 0 | 507,863 | 0 |
Gain on change of estimate | 66,216 | 0 | 184,243 | 0 |
Interest expense & finance charge | (936,287) | (78,622) | (1,409,481) | (268,194) |
Conversion cost penalty and reimbursement | (3,000) | (10,003) | (13,000) | (14,000) |
Amortization of debt discounts | (18,750) | (260,050) | (1,050,014) | (830,980) |
Total other income (expenses) | (943,532) | 4,770,403 | (3,003,600) | (226,559) |
NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS | 123,118 | 4,239,835 | (4,669,430) | (1,118,193) |
LOSS FROM DISCONTINUED OPERATIONS | 1,912,852 | 45,905 | 1,858,500 | (138,252) |
GAIN FROM DISPOSAL OF DISCONTINUED OPERATIONS | 0 | (21,140) | 0 | 194,873 |
Total income (loss) from discontinued operations | 1,912,852 | 24,765 | 1,858,500 | 56,621 |
NET INCOME (LOSS) FOR THE PERIOD | $ 2,035,970 | $ 4,264,600 | $ (2,810,930) | $ (1,061,572) |
BASIC AND DILUTED INCOME (LOSS) PER SHARE | ||||
Continuing operations | $ 0.01 | $ 4.38 | $ (0.02) | $ (6.68) |
Discontinued operations | $ 0.01 | $ 0.03 | $ 0.002 | $ 0.14 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED | 150,277,623 | 968,379 | 115,230,605 | 409,666 |
Rental Business [Member] | ||||
REVENUE | ||||
Total revenue | $ 30,944 | $ 31,993 | $ 97,767 | $ 110,820 |
COST OF SALES | ||||
Total cost of sales | 22,281 | 26,279 | 68,269 | 81,763 |
Financial Services [Member] | ||||
REVENUE | ||||
Total revenue | 1,034,422 | 675,915 | 3,432,819 | 2,551,325 |
COST OF SALES | ||||
Total cost of sales | 454,118 | 437,707 | 1,328,508 | 1,228,096 |
Healthcare Segment [Member] | ||||
REVENUE | ||||
Total revenue | 2,092,427 | 0 | 2,742,001 | 0 |
COST OF SALES | ||||
Total cost of sales | 526,839 | 0 | 726,289 | 0 |
Other [Member] | ||||
REVENUE | ||||
Total revenue | 152,000 | 0 | 152,000 | 0 |
Real Estate 1 [Member] | ||||
COST OF SALES | ||||
Total cost of sales | $ 79,481 | $ 0 | $ 79,481 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY (DEFICIENCY) (Unaudited) - USD ($) | Preferred Stock Series A I K [Member] | Preferred Stock Series B D E F F 1 G H L [Member] | Preferred Stock Series Cand R [Member] | Treasury Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 780,008,201 | $ 11,958,252 | $ 198,484 | $ 68 | $ (736,333,200) | $ (62,558,509) | $ (6,726,704) | |
Beginning balance, shares at Dec. 31, 2019 | 204,647,720 | 120,630,787 | 286 | 67,742 | ||||
Issuance of preferred stock for services | $ 84,000 | $ 4 | (84,004) | |||||
Issuance of preferred stock for services, Shares | 21,000 | 1 | ||||||
Issuance of common stock in exchange for preferred stock | $ (1,448) | $ 4 | 1,444 | |||||
Issuance of common stock in exchange for preferred stock, shares exchanged | (1,447,157) | 3,500 | ||||||
Issuance of preferred stock in exchange for common stock | $ 476,404 | $ (1) | (476,403) | |||||
Issuance of preferred stock in exchange for common stock, shares exchanged | 119,101 | (320) | ||||||
Distributions from an entity | (187,850) | (187,850) | ||||||
Conversion of convertible notes payable | $ 231 | 171,043 | 171,274 | |||||
Conversion of convertible notes payable, shares | 231,491 | |||||||
Reclassify Derivative liabilities to Additional Paid in Capital | 452,398 | 452,398 | ||||||
Sale of subsidiary | $ (665,864) | 665,864 | ||||||
Sale Of Subsidiary, Shares | (81,601) | |||||||
Net loss | (5,326,172) | (5,326,172) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 780,006,753 | $ 12,518,656 | $ 198,488 | $ (665,864) | $ 302 | (735,602,858) | (68,072,531) | (11,617,054) |
Ending balance, shares at Sep. 30, 2020 | 203,200,563 | 120,770,888 | 287 | (81,601) | 302,413 | |||
Beginning balance, value at Dec. 31, 2020 | $ 780,048,201 | $ 11,298,252 | $ 198,488 | $ (2,365,864) | $ 5,267 | (732,473,423) | (65,583,255) | (8,872,334) |
Beginning balance, shares at Dec. 31, 2020 | 203,210,563 | 2,824,563 | 287 | (294,101) | 5,268,797 | |||
Conversion of convertible notes payable | $ 109,234 | 804,991 | 914,225 | |||||
Conversion of convertible notes payable, shares | 109,234,241 | |||||||
Reclassify Derivative liabilities to Additional Paid in Capital | 1,396,610 | 1,396,610 | ||||||
Issuance of Common Stock for preferred I shares | $ (500,000) | $ 50,000 | 450,000 | |||||
Issuance of Common Stock for preferred I shares, shares | (125,000) | 50,000,000 | ||||||
Reclassify warrant liabilities to additional paid in capital | 260,443 | 260,443 | ||||||
Issuance of preferred stock series J | $ 3,579,336 | 3,579,336 | ||||||
Issuance of preferred stock series J, Shares | 894,834 | |||||||
Issuance of preferred stock series N | $ 3,472,224 | (347,222) | 3,125,002 | |||||
Issuance of preferred stock series N, Shares | 868,056 | |||||||
Issuance of preferred stock series B | $ 807,196 | 807,196 | ||||||
Issuance of preferred stock series B, Shares | 201,799 | |||||||
Issuance of common stock for services | $ 1,275 | 14,412 | 15,687 | |||||
Issuance of common stock for services, shares | 1,275,427 | |||||||
Distribution of dividend | (99,999) | (99,999) | ||||||
Distribution of preferred stock series B | ||||||||
Issuance of warrant | 2,777,778 | 2,777,778 | ||||||
Net loss | (2,810,930) | (2,810,930) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 779,548,201 | $ 19,157,008 | $ 198,488 | $ (2,365,864) | $ 165,776 | $ (727,116,411) | $ (68,494,184) | $ 1,093,014 |
Ending balance, shares at Sep. 30, 2021 | 203,085,563 | 4,789,252 | 287 | (294,101) | 165,778,465 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss for the period | $ (2,810,930) | $ (1,928,552) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 24,441 | 17,336 |
Amortization of loan discount | 1,050,014 | 715,980 |
Other noncash items, net | 586,644 | 28,145 |
Change in value of derivative liability | 1,305,596 | 127,208 |
Warrant issued for transaction costs | 2,777,778 | 0 |
Reduction from forgiveness of PPP Loans | (507,863) | 0 |
Increase (decrease) in: | ||
Accounts receivable | (114,399) | 34,231 |
Assets held for sale | (187,671) | 0 |
Right of use – assets | (278,994) | 28,134 |
Prepaid expenses and other current assets | (7,392) | 8,866 |
Intangible assets | 3,550 | 0 |
Other assets | 321,975 | 10,000 |
Land | 63,000 | 0 |
Accounts payable & Accrued expense | (594,276) | (166,867) |
Accrued officer’s compensation | 244,835 | 219,570 |
Due (to) from related parties | (149,579) | 23,338 |
Accrued interest | (321,468) | 169,828 |
Right of use – liabilities | 297,418 | (28,134) |
Capital stock to be issued | 0 | 165,000 |
Deferred revenue | (353,830) | 131,981 |
Net cash used in operating activities | 1,348,849 | (443,936) |
Net cash used in discontinued operations - operating activities | (1,858,500) | (130,737) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of furniture & equipment | (3,407) | 0 |
Acquisition of Nova Ortho and Spine PLLC, net of cash acquired | (2,320,235) | 0 |
Net cash used in investing activities | (2,323,642) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Due to director | 0 | 20,500 |
Proceeds from convertible notes payable | 400,000 | 415,000 |
Repayment of convertible notes payable | 0 | (20,207) |
Proceeds from notes payable | 0 | 24,019 |
Proceeds from PPP and SBA loans | 547,050 | 551,900 |
Dividend on preferred stock | (99,999) | (187,850) |
Repayment of credit line | (51,927) | (39,618) |
Issuance of preferred stock series N | 3,000,000 | 0 |
Payment of notes payable | (28,164) | 0 |
Proceeds of notes payable related party | 0 | 116,385 |
Proceeds of notes payable related party | 0 | (154,586) |
Net cash provided by financing activities | 3,766,960 | 725,543 |
NET INCREASE IN CASH | 933,667 | 150,870 |
CASH, BEGINNING OF PERIOD | 279,311 | 76,902 |
CASH, END OF PERIOD | 1,212,978 | 227,772 |
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 70,674 | 87,625 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued upon conversion of notes payable and accrued interest | 109,234 | 212,327 |
Preferred stock issued for business acquisition | 3,579,336 | 0 |
Preferred stock issued upon conversion of notes payable and accrued interest | 563,196 | 0 |
Derivative liability settled upon conversion | 1,396,610 | 544,066 |
Treasury stock redemptions from disposal of discontinued operations | $ 0 | $ 2,365,864 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 Corporation (“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 September 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 Nova Ortho and Spine, PLLC (“Nova”), acquired May 31, 2021 Basis of Presentation and Principles of Consolidation The accompanying September 30, 2021 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 U.S. 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 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 . In the second quarter of 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. Accounts Receivable Accounts receivable is reported on the balance sheet at the net amounts expected to be collected by the Company. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible which was $ 0 21,870 805,780 16,377 Property and Equipment Property and equipment 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: Schedule of estimated useful lives Classification Useful Life Equipment, furniture, and fixtures 5 - 7 years Medical equipment 10 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 September 30, 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 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 the following five-step model to determine revenue recognition: · Identification of a contract with a customer · Identification of the performance obligations in the contact · Determination of the transaction price · Allocation of the transaction price to the separate performance allocation · Recognition of revenue when performance obligations are satisfied The Company only applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses services promised within each contract and determines those that are performance obligations and assesses whether each promised service is distinct. The Company’s financial services sector reports revenues as services are performed and its healthcare sector reports revenues at the time control of the services transfer to the customer and from providing licensed and/or certified orthopedic procedures. Our healthcare subsidiary does not have contract liabilities or deferred revenue as there are no amounts prepaid for services. Established billing rates are not the same as actual amounts recovered for our healthcare subsidiary. They generally do not reflect what the Company is ultimately paid and therefore are not reported in our condensed unaudited financial statements. The Company is typically paid amounts based on established charges per procedure with guidance from the annually updated Current Procedural Terminology (“CPT”) guidelines (a code set maintained by the American Medical Association through the CPT Editorial Panel), that designates relative value units (“RVU's”) and a suggested range of charges for each procedure which is then assigned a CPT code. This fee is discounted to reflect the percentage paid to the Company “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay, and contractual adjustments which are deducted from the calculated fee. The net revenue is recorded at the time the services are rendered. Contract Fees (Non-PIP) The Company has contract fees for amounts earned from its Non-Personal Injury Protection (“PIP”) related procedures, typically car accidents, and are collected on a contingency basis. These cases are sold to a factor, who bears the risk of economic benefit or loss. After selling patient cases to the factor, any additional funds collected by the Company are remitted to the factor. Service Fees – Net (PIP) The Company generates services fees from performing various procedures on the date the services are performed. These services primarily include slip and falls as well as smaller nominal Non-PIP services. Fees are collected primarily from third party insurance providers. These revenues are based on established insurance billing rates less allowances for contractual adjustments and uncollectible amounts. These contractual adjustments vary by insurance company and self-pay patients. The Company computes these contractual adjustments and collection allowances based on its historical collection experience. Completing the paperwork for each case and preparing it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed electronically except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four weeks from electronic filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional information. Historical collection rates are estimated using the most current prior 12-month historical payment and collection percentages. The Company generally receives all of its collections within 12 months from the date of service. The Company accounts for chargebacks as they occur and records an estimate for expected chargebacks as they are received from insurance companies. For the three and nine months ended September 30, 2021 and 2020, respectively, the Company did not record any bad debt expense. Additionally, the Company has not recorded any estimate for expected chargebacks. The Company’s contracts for both its contract and service fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction price is allocated to this single performance obligation. Accordingly, the Company recognizes revenues (net) when the patient receives orthopedic care services. Our patient service contracts generally have performance obligations which are satisfied at a point in time. The performance obligation is for onsite or off-site care provided. Patient service contracts are generally fixed-price, and the transaction price is in the contract. Revenue is recognized when obligations under the terms of the contract with our patients are satisfied; generally, at the time of patient care. Financial Services Income The Company generates revenue from providing tax resolution services to individuals and business owners that have federal and state tax liabilities by assisting its clients to settle outstanding tax debts. Additionally, services include back taxes, offer in compromise, audit representation, amending tax returns, tax preparation, wage garnishment relief, removal of bank levies and liens, and other financial challenges. 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 ASC 842, 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 September 30, 2021 and December 31, 2020. There are no contingent rentals included in income in the accompanying condensed consolidated 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. Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of cost of sales in the condensed consolidated statements of operations and changes in members’ equity. The Company recognized advertising and marketing expense of $ 333,964 961,300 317,899 881,591 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 September 30, 2021 and December 31, 2020. Schedule of fair value of derivative liability Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – September 30, 2021 $ – $ – $ 3,457,646 $ 3,457,646 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 September 30, 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 September 30, 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. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Changes to accounting principles are established by the FASB in the form of Accounting Standards Update (“ASU”) to the FASB's Codification. We consider the applicability and impact of all ASU's on our financial position, results of operations, shareholders’ deficit. cash flows, or presentation thereof. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments -- Credit Losses (Topic 326), Derivatives and hedging (Topic 815) and Leases (Topic 842), which extends the effective date of Topic 326 for certain companies until fiscal years beginning after December 15, 2022. The new standard will be effective for the Company in the first quarter of fiscal year beginning January 1, 2023, and early adoption is permitted. Management does not expect that the adoption of this standard will have a material effect on the Company's financial statements. Reclassifications Certain accounts relating to the prior year have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the net income or net assets as previously reported. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 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: Schedule of financial statements Impact of correction of error September 30, 2020 (Unaudited) As previously reported Adjustments As restated Total assets 4,944,770 – 4,944,770 Derivative liability 3,168,106 (350,869 ) 2,817,237 Net, liabilities of discontinued operations 2,425,100 300,164 2,725,264 Other 6,437,026 6,437,026 Total liabilities 12,030,232 (50,705 ) 11,979,527 Accumulated deficit (63,858,637 ) 50,705 (63,807,932 ) Others 56,773,175 – 56,773,175 Total deficiency in shareholders' equity (7,085,462 ) 50,705 (7,034,757 ) Impact of correction of error As previously December 31, 2020 (Audited) 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 operation 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–3 months ended September 30, 2020 Three months ended September 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (530,568 ) $ – $ (530,568 ) Change in value of derivative liability 3,864,938 1,254,140 5,119,078 Others (348,675 ) – (348,675 ) Other income (expense) 3,516,263 1,254,140 4,770,403 Net income (loss) before discontinued operations 2,985,695 1,254,140 4,239,835 (Loss) from discontinued operations (22,280 ) 68,185 45,905 (Loss) Gain from disposal of discontinued operations (21,140 ) (21,140 ) Income (loss) from discontinued operations (43,420 ) 68,185 24,765 Net (loss) income 2,942,275 1,322,325 4,264,600 Deemed dividend on preferred stock – – Net loss attributable to common stockholders $ 2,942,275 $ 1,322,325 $ 4,264,600 Basic Earnings (loss) per Share Continued Operations $ 3.08 $ 4.38 Discontinued Operations $ (0.04 ) $ 0.03 Diluted Earnings (loss) per Share Continued Operations $ – $ 0.00 Discontinued Operations $ (0.04 ) $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 968,379 968,379 Discontinued Operations 968,379 968,379 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations 6,394,936,792 6,394,936,792 Discontinued Operations 968,379 6,394,936,792 Impact of correction of error – 9 months ended September 30, 2020 Nine months ended September 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (891,634 ) – $ (891,634 ) Change in value of derivative liability (12,378 ) 903,996 891,618 Others (1,118,177 ) – (1,118,177 ) Other income (expense) (1,130,555 ) 903,996 (226,559 ) Net income (loss) before discontinued operations (2,022,189 ) 903,996 (1,118,193 ) (Loss) from discontinued operations (101,236 ) (37,016 ) (138,252 ) (Loss) Gain from disposal of discontinued operations 194,873 194,873 Income (loss) from discontinued operations 93,637 (37,016 ) 56,621 Net (loss) income (1,928,552 ) 866,980 (1,061,572 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (1,928,552 ) (738,286 ) $ (2,666,838 ) Basic Earnings (loss) per Share Continued Operations $ (4.94 ) $ (6.65 ) Discontinued Operations $ 0.23 $ 0.14 Diluted Earnings (loss) per Share Continued Operations $ (4.94 ) $ (6.65 ) Discontinued Operations $ – $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 409,666 409,666 Discontinued Operations 409,666 409,666 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations 409,666 409,666 Discontinued Operations 1,444,295,468,290 1,444,295,468,290 |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 3. ACQUISITIONS Nova Ortho and Spine, LLC On May 31, 2021 the Company completed the acquisition of Nova Ortho and Spine LLC. Sellers received a cash payment in the amount of $2,500,000 and were issued 894,834 shares of Series J Preferred Stock of the Company with a par value of $0.001 and a stated value of $4.00 with an aggregate stated value equal to $3,579,334 for a total transaction of $6,079,334. The Preferred J stock rights and privileges include voting rights, a conversion ratio of 1:2:00. The Preferred J shares have a lock-up/leak-out limiting the sale of stock for 6 months after which conversions and sales are limited to 20% of their portfolio per year, pursuant to the terms of the Stock Purchase Agreement. The parties further agreed to performance based contingent supplement payment to Sellers in 2022 should one year from the closing date the Company’s trailing twelve months minimum Pre-Tax Net Income exceed $1,979,320, the “Milestone”, which in that event would cause the issuance to Sellers of 818,750 additional shares of Preferred J Stock, with an aggregate stated value equal to Three Million Two Hundred Seventy-Five Thousand Dollars ($3,275,000). The preliminary purchase price allocation of the net assets acquired is as follows: Schedule of preliminary purchase price allocation Nova Ortho and Spine, PLLC Cash $ 177,977 Accounts receivable 653,134 Property and equipment 92,064 Other assets 342,493 Goodwill 5,790,687 Liabilities (977,021 ) Total $ 6,079,334 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment as of September 30, 2021 and December 31, 2020 is as follows: Schedule of Property and Equipment September 30, 2021 December 31, 2020 Residential housing $ 344,755 $ 341,205 Medical equipment 96,532 – Computer Equipment 9,188 – Furniture, fixture and equipment 91,096 76,017 Leasehold Improvement 15,950 – Total 557,521 417,222 Less: accumulated depreciation (274,320 ) (205,443 ) Property and equipment, net $ 283,201 $ 211,779 For the three and nine months ended September 30, 2021, total depreciation expense was $ 11,621 24,441 5,765 17,336 5,446 16,338 5,446 16,380 |
LAND
LAND | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
LAND | 5. LAND As of September 30,2021, the Company sold 3 lots for $ 152,000 540,000 603,000 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Schedule of accrued expenses September 30, 2021 December 31, 2020 Accounts payable $ 116,965 $ 119,653 Accrued previously factored receivables 471,010 – Accrued credit cards 8,765 28,548 Accrued income and taxes 145,559 282,798 Accrued advertising 68,449 75,963 Accrued payroll wages 11,762 27,569 Accrued professional fees 68,338 27,727 Accrued expenses other 110,758 54,815 Total $ 1,001,606 $ 617,073 The Company is delinquent paying certain income and property taxes. As of September 30, 2021 and December 31, 2020 the balance for these taxes, penalties and interest is $145,559 and $282,798. |
LINE OF CREDIT
LINE OF CREDIT | 9 Months Ended |
Sep. 30, 2021 | |
Line Of Credit | |
LINE OF CREDIT | 7. LINE OF CREDIT At September 30, 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 (3.25% at September 30, 2021 and December 31, 2020) plus 3.45 6.70 0 51,927 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS On February 11, 2021, the Chairman of the Board and the CEO each converted 62,500 Preferred Series I shares into 25,000,000 restricted common shares for a total of 125,000 Preferred Series I shares into 50,000,000 restricted common shares. The Company assumed notes payable from the previous owners of which are currently managers of certain subsidiaries related to the acquisition of Key Tax on May 8, 2019. These notes and loans are due on demand and do not bear interest. The balance of these notes and loans are $ 141,370 35,164 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 September 30, 2021 and December 31, 2020 were $ 780 37,885 The Company assumed amounts due to previous owners who are current managers Edge View Properties Inc. related to the acquisition on July 16, 2014. These amounts are due on demand and do not bear interest. The balance of these amounts are $ 8,209 50,021 162,598 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 of which currently 50% is paid in cash and 50% is accrued. The Company previously paid the Chief Executive Officer $300,000 per year. The total outstanding accrued compensation as of September 30, 2021 and December 31, 2020 were $ 1,155,000 1,035,000 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 of which currently 50% is paid in cash and 50% is accrued. The Company previously paid the Chairman of the Board $300,000 per year. The total outstanding accrued compensation as of September 30, 2021 and December 31, 2020 were $ 1,140,000 1,020,000 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. In the third quarter of 2021, the Chief Operating Officer received 61,000 244,000 129,000 120,000 The Company agreed to pay $156,000 per year to the Chief Financial Officer based on his amended employment agreement executed on May 15, 2021. The total outstanding accrued compensation as of September 30, 2021 and December 31, 2020 was $ 17,057 The Company entered into a Management Agreement effective May 31, 2021 for compensation to the Principals of the Company’s Nova Ortho and Spine subsidiary in the form of an annual base salaries of $ 372,000 450,000 372,000 Collectively, as a group, Principals will receive an annual cash bonus and stock equity set forth below (the “Annual Bonus”). The Annual Bonus will be conditioned upon the Company achieving 100% of the annual objectives of financial performance goals as set forth below. Schedule of annual objectives of financial performance Year Minimum Annual Nova EBITDA Cash Annual Bonus Series J Preferred Stock 2021 $ 2.0 $ 120,000 120,000 2022 $ 2.4 $ 150,000 135,000 2023 $ 3.7 $ 210,000 150,000 2024 $ 5.5 $ 300,000 180,000 2025 $ 8.0 $ 420,000 210,000 The Company obtained short-term advances from the Chairman of the Board that are non-interest bearing and due on demand. As of September 30, 2021 and December 31, 2020, the Company owed the Chairman $ 126,849 |
NOTES AND LOANS PAYABLE
NOTES AND LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES AND LOANS PAYABLE | 9. NOTES AND LOANS PAYABLE Notes payable at September 30, 2021 and December 31, 2020 are summarized as follows: Schedule of notes payable September 30, 2021 December 31, 2020 Notes and Loans Payable $ 1,271,391 $ 1,347,690 Less current portion (666,177 ) (947,912 ) Long-term portion $ 605,214 $ 399,778 Long-term debt matures as follows: Schedule of Maturities of Long-term Debt Amount 2022 $ 666,177 2023 131,361 2024 16,611 2025 16,611 2026 16,611 Thereafter 424,020 Total $ 1,271,391 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. Additionally, the previous owner’s loan funds to the Company to cover short term operating needs. The balance of these notes and loans are a debit balance of $ 141,370 35,164 780 8,209 50,021 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 4,577 3,591 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. This note was converted to preferred stock in the first quarter. See footnote 12, Capital Stock. The balance of the note was - 0 50,000 0 37,282 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. This note was converted to preferred stock in the first quarter. See footnote 12, Capital Stock. The balance of the note was - 0 50,000 0 55,500 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 $19,465 were converted into shares of preferred stock. This note was converted to preferred stock in the first quarter. See footnote 12, Capital Stock. The balance of the note was - 0 15,000 0 1,800 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 addendum No. 1 on the note extending the maturity date until December 31, 2020. On May 4, 2021, the Company entered into addendum No. 2, whereby the maturity date shall be amended to be November 3, 2021 22,266 410,000 432,266 24 432,266 410,000 104,232 53,805 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 $ 80,309 119,129 20,826 29,544 Paycheck Protection Program (“PPP”) Loans On April 14, 2020, the Company obtained a PPP loan for $ 127,400 1 April 14, 2022 127,400 923 On May 8, 2020, the Company obtained a PPP loan for $ 257,500 1 May 8, 2022 257,500 3,531 On February 19, 2021, the Company obtained a PPP loan of $ 229,500 1 February 19, 2023 On February 23, 2021, the Company obtained a PPP loan of $ 117,550 1 February 23, 2023 117,550 0 Small Business Administration (“SBA”) Loans On June 2, 2020, The Company obtained an SBA loan of $ 150,000 3.75 June 2, 2050 149,900 7,515 149,900 3,310 On October 7, 2020, the Company obtained an SBA loan for $ 150,000 3.50 October 7, 2050 200,000 3.75 349,900 5,766 149,900 1,239 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 10. 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 September 30, 2021 and December 31, 2020, the Company had convertible debt outstanding of $ 2,121,106 2,584,967 444,500 22,671 1,250 108,320 1,050,014 830,980 18,750 260,050 During the nine months ended September 30, 2021, the Company converted $ 885,691 388,143 13,000 109,234,241 62,985 28,530 3,000 25,205,830 10,000:1 Convertible notes at September 30, 2021 and December 31, 2020 are summarized as follows: Schedule of convertible notes summary September 30, 2021 December 31, 2020 Convertible notes payable $ 2,121,106 $ 2,584,967 Discounts on convertible notes payable (1,250 ) (108,320 ) Total convertible debt less debt discount 2,119,856 2,476,647 Current portion 2,119,856 2,476,647 Long-term portion $ – $ – The following is a schedule of convertible notes payable from December 31, 2020 to September 30, 2021. Schedule of convertible notes details Note # Issuance Maturity Principal Balance 12/31/20 New Loan Cash Paydown Principal Conversions Shares Issued Upon Conversion Principal Balance 9/30/21 Accrued Interest on Convertible Debt at 12/31/20 Interest Expense On Convertible Debt For the Period Ended 9/30/21 Accrued Interest on Convertible Debt at 9/30/21 Unamortized Debt Discount At 9/30/21 1 8/21/2008 8/21/2009 $ 150,000 $ – $ – $ (150,000 ) 140,799 $ – $ 222,608 $ – $ – $ – 7 2/9/2016 On demand 8,485 – – (8,485 ) 18,024,012 – 4,109 1,489 – – 7-1 10/28/2016 10/28/2017 25,000 – – (15,000 ) – 10,000 15,321 3,686 10,717 – 9 9/12/2016 9/12/2017 80,000 – – (29,920 ) 17,278,267 50,080 74,039 10,115 1,617 – 10 1/24/2017 1/24/2018 55,000 – – (42,355 ) 4,714,626 12,646 29,736 2,730 14,395 – 11-2 3/16/2017 3/16/2018 21,345 – – (4,000 ) – 17,345 10,853 2,595 8,968 – 13-2 7/24/2018 1/24/2019 43,961 – – – – 43,961 26,200 5,918 32,118 – 22 7/10/2018 1/10/2021 838,433 – (22,671 ) – – 815,471 75,040 – – – 22-1 2/20/2019 1/10/2021 61,704 – – – – 61,704 13,754 11,046 24,800 – 22-3 4/10/2019 1/10/2021 56,095 – – – – 56,095 11,877 10,042 21,919 – 25 8/13/2018 2/13/2019 118,292 – – (118,292 ) 17,823,255 – 5,788 5,114 – – 26 8/10/2017 1/27/2018 20,000 – – – – 20,000 7,533 2,238 9,771 – 29-1 11/8/2019 11/8/2020 101,374 – – (101,374 ) 13,561,809 – 19 3,683 2,283 – 29-2 11/8/2019 11/8/2020 62,367 – – (25,763 ) – 36,604 14,968 7,438 9,529 – 31 8/28/2019 8/28/2020 61,839 – – (61,830 ) 5,247,042 – 14,059 1,447 8,385 – 32 5/22/2019 5/22/2020 25,000 – – – – 25,000 7,291 3,730 11,021 – 33 2/11/2020 2/11/2021 153,672 – – (154,172 ) 15,522,516 – 8,214 1,587 – – 34 5/18/2020 5/18/2021 50,200 – – (50,000 ) 4,121,766 – 1,876 233 219 – 35 8/24/2020 8/24/2021 85,000 – – (85,000 ) 5,759,130 – 1,811 813 74 – 36-1 9/3/2020 1/3/2021 127,200 – – – – 122,400 3,934 16,434 20,368 – 36-2 11/3/2020 3/3/2021 120,000 – – – – 122,400 1,934 16,434 18,368 – 36-3 12/29/2020 4/29/2021 120,000 – – – – 122,400 98 16,434 16,532 – 36-4 5/5/2020 9/5/2021 – 187,500 – – – 187,500 – 13,648 13,648 1,250 37-1 9/3/2020 6/30/2021 67,000 – – – – 67,000 2,197 4,998 7,194 – 37-2 11/2/2020 8/31/2021 66,500 – – – – 66,500 1,090 4,960 6,050 – 37-3 12/29/2020 9/30/2021 66,500 – – – – 66,500 55 4,958 5,015 – 38 2/9/2021 2/9/2022 – 103,500 – (39,500 ) 7,181,818 64,000 – 3,646 3,646 – 39 5/10/2021 5/10/2022 – 153,500 – – – 153,500 – 3,598 3,598 – $ 2,584,967 $ 444,500 $ (22,671 ) $ (885,691 ) 109,375,040 $ 2,121,106 $ 554,404 $ 234,054 $ 250,235 $ 1,250 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | 11. FAIR VALUE MEASUREMENT The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. Fair value is defined 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, A three level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). 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 September 30, 2021 and December 31, 2020, the Company did not have any derivative instruments that were designated as hedges. The derivative liabilities as of September 30, 2021 and December 31, 2020 have a level 3 classification. Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuation. During the three months ended September 30, 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 $ 3,457,646 2,903,663 The following table provides a summary of changes in fair value of our Level 3 financial liabilities for the nine months ended September 30, 2021: Schedule of changes in fair value Derivative Liability, December 31, 2020 $ 2,903,663 Discount on derivatives 645,000 Derivatives settled (1,396,610 ) Mark to market adjustment 1,305,593 Derivative Liability, September 30, 2021 $ 3,457,646 The above table also includes derivative liabilities related to warrants to purchase common stock of $2.40 at September 30, 2021. The net loss for the period includes mark-to-market adjustments relating to the liabilities held during the nine months ended September 30, 2021 in the amounts of $1,171,355. The valuation of the derivative liabilities attached to the convertible debt was arrived at through the use of the Black-Scholes Option Pricing Model using the following assumptions: Assumptions for fair value of derivative liabilities For the Periods Ended September 30, 2021 December 31, 2020 Volatility 1.0% - 998.8% 204.5% - 1,005.9% Risk-free interest rate 0.04% - 0.98% 0.099% - 0.18% Expected term .33 – 4.5 .33 – 2.5 |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | 12. CAPITAL STOCK Preferred Stock As part of the Nova Ortho acquisition, the Company issued 894,834 shares of preferred stock series J with par value $.001 and a stated value of $4.00, for $3,579,334. And also as part of the Nova Ortho acquisition, the Company issued 868,056 4.00 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 been reflected in the statement of deficiency in shareholders’ equity. The Chief Operating Officer received 61,000 244,000 On February 11, 2021 the Chairman of the Board and the CEO and each converted 62,500 Preferred Series I shares into 25,000,000 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 11,837,482 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 nine months ended September 30, 2021, 109,234,241 shares of common stock were issued upon conversion of certain convertible notes payable and 1,275,427 shares of common stock were issued for services. On February 11, 2021 the Chairman of the Board and the CEO and each converted 62,500 Preferred Series I shares into 25,000,000 restricted common shares for a total of 125,000 Preferred Series I shares into 50,000,000 restricted common shares. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
WARRANTS | 13. WARRANTS The initial and ending valuation of the warrants accounted for as derivatives and marked to fair value, as of September 30, 2021 are as follows: Valuation of warrants September 30, 2021 Initial Valuation $ 3,795 Ending Value $ 2.40 The table below set forth the assumptions for the Black-Scholes Model on each initial date and September 30, 2021: Schedule of warrant assumptions September 30, 2021 Volatility 998.78 Risk-free interest rate 0.98 Expected term 5 The following tables summarize all warrant outstanding as of September 30, 2021, and the related changes during this period. The warrants expire eight years from grant date, which as of September 30, 2021 is 5.0 Schedule of warrant activity Number of Weighted Stock Warrants Balance at December 31, 2020 14,274,477 $ 0.105 Granted 231,481,466 0.015 Exercised – – Expired (1,335,000 ) (0.030 ) Balance at September 30, 2021 244,420,943 0.020 Warrants Exercisable at September 30, 2021 244,420,943 $ 0.020 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 14. 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, real estate and healthcare. 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, the Company, 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 Corporation 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 which represented net assets and liabilities at the time of sale back. 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 which represented net assets and liabilities at the time of sale back On May 1, 2018, the Company entered into a stock for stock purchase agreement with the sellers of Red Rock Travel, LLC and a related management agreement to manage Red Rock Travel, LLC (“Red Rock”). The terms and conditions of those agreements were subsequently violated causing the transaction to be reversed and dissolved on May 31, 2019. Red Rock reverted to its previous ownership, the Company canceled the preferred series K shares related to the aborted acquisition and the Company filed notice with the State of Florida of the dissolution. The Company continued to carry Red Rock liabilities on its balance sheet including accounts payables and accrued expenses of $ 1,872,086 240,000 214,318 378,877 1,872,086 1,872,086 On April 26, 2020, the Company filed a lawsuit against Investors of Red Rock seeking a judgment declaring that convertible secured notes totaling $240,000 issued by Red Rock and purportedly convertible into the Company’s common stock, be deemed null and void. The Company continues to maintain the liability of these Red Rock Investor notes on its balance sheet under discontinued operations together with corresponding accrued interest and related derivative liability. Subsequently, in the first quarter of 2022, the company settled a $ 40,000 200,000 Schedule of Red Rock Travel September 30, 2021 December 31, 2020 Net liabilities of discontinued operations Accounts payable and accrued expenses $ – $ 1,869,961 Accrued interest 214,318 165,065 Convertible debt 240,000 240,000 Derivative liability 378,877 416,669 Net liabilities of discontinued operations $ 833,195 $ 2,691,695 Three Months Ended September, Nine Months Ended September, 2021 2020 2021 2020 (Gain) Loss from discontinued operations Interest expense $ 17,000 $ 17,189 $ 51,378 $ 34,378 Gain from reversal of Red Rock Travel liabilities $ (1,872,086 ) $ – $ (1,872,086 ) $ – Change in derivative liability (57,766 ) 28,716 (37,792 ) (172,630 ) Loss from discontinued operations $ (1,912,852 ) $ 45,905 $ (1,858,500 ) $ (138,252 ) |
GOODWILL AND IDENTIFIABLE INTAN
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Identifiable Intangible Assets Net | |
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET | 15. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET The following table shows our goodwill balances by reportable segment. We review goodwill for impairment on a reporting unit basis quarterly and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Since the date of our last quarterly assessment, we have not identified any changes in circumstances that would indicate the carrying value of goodwill is not recoverable. Allocation of Goodwill to Reporting Segments The following table shows our goodwill balances by reportable segment: Schedule of goodwill balances Affordable Housing Rentals Financial Services Healthcare Total Gross carrying value at December 31, 2020 $ – $ 3,499,963 $ – $ 3,499,963 Accumulated impairment – – – – Carrying value at December 31, 2020 – 3,499,963 – 3,499,963 Acquisition – – 5,790,687 5,790,687 Accumulated impairment – – – – Carrying value at September 30, 2021 $ – $ 3,499,963 $ 5,790,687 $ 9,290,650 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Leases ASC 842, “Leases”, requires that a lessee recognize the assets and liabilities that arise from operating leases, A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transaction, lessees and lessors are required to recognize and measure leases at either the effective date (the “effective date method”) or the beginning of the earliest period presented (the “comparative method”) using a modified retrospective approach. Under the effective date method, the Company’s comparative period reporting is unchanged. In contrast, under the comparative method, the Company’s date of initial application is the beginning of the earliest comparative period presented, and the Topic 842 transition guidance is then applied to all comparative periods presented. Further, under either transition method, the standard includes certain practical expedients intended to ease the burden of adoption. The Company adopted ASC 842, January 1, 2020, using the effective date method and elected certain practical expedients allowing the Company not to reassess: · whether expired or existing contracts contain leases under the new definition of a lease; · lease classification for expired or existing leases; and · whether previously capitalized initial direct costs would qualify for capitalization under Topic 842. The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less. The Company recorded operating lease expense of $ 91,726 22,107 108,979 64,494 The Company has property leases with future commitments as follows: Schedule of property leases Amount 2022 $ 206,935 2023 79,574 2024 22,925 2025 19,159 2026 4,671 Total $ 333,264 Employees We have an employment agreement effective July 15, 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 $30,000 per month along with additional incentives. We have an employment agreement effective July 15, 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. In the third quarter of 2021, the Chief Operating Officer received 61,000 244,000 In April 2021, the Company’s previous Chief Financial Officer was terminated and replaced. The Company agreed to pay the new Chief Financial Officer $ 156,000 17,057 The Company entered into a Management Agreement effective May 31, 2021 for compensation to the Principals of the Company’s Nova Ortho and Spine (“Nova”) subsidiary in the form of an annual base salaries of $ 372,000 450,000 372,000 Collectively, as a group, Principals of Nova will receive an annual cash bonus and stock equity set forth in footnote 8 (the “Annual Bonus”). The Annual Bonus will be conditioned upon the Company achieving 100% of the annual objectives of financial performance goals as set forth in footnote 8. We have an employment agreement with subsidiary managers, effective May 31, 2019 with a term of 5 years, whereby we provide for compensation of $17,333 per month along with a bonus incentive if financial performance measures are met. We have an employment agreement with a subsidiary manager, effective July 1, 2018 with a term of 5 years, whereby we provide for compensation of $20,000 per month along with a bonus incentive if financial performance measures are met. We acquired Redrock Travel on May 1, 2018. After numerous violations of the Management Agreement it was determined by our board of directors to terminate the acquisition agreement and to file for the cancelation of the Redrock Stock Class with the State of Florida. A declaration has been served notifying Red Rock and its investors the Board nor officer of the Company approved any transactions entered into with Red Rock. The Company is waiting for a response. On August 6, 2021, a Board Resolution was executed to terminate one of the two employees of Edge View Properties for fraud, deceit, larceny, and thievery for selling property belonging to the Company and personally taking the $ 162,598 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 17. INCOME TAXES At September 30, 2021 the Company had federal and state net operating loss carry forwards of approximately $ 18,000,000 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS General Matters December 7, 2021 – The Company executed a Buyback Agreement finalizing the sale of JM Enterprises1, Inc., acquired May 8, 2019, back to the original sellers. February 17, 2022 - The Company concluded that the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2020 included in our Annual Report on Form 10-K (the “2020 10-K”) and the Company’s unaudited condensed consolidated financial statements for the three months ended and year-to-date period ended March 31, 2021 (the “2021 Q-1 10-Q”) (the periods covered by the 2020 10-K and the 2021 Q-1 10-Q being referred to herein as the “Affected Periods”) should no longer be relied upon. As a result, the Company restated the financial statements for the Affected Periods. The restatement primarily relates to the accounting for (1) the valuation of embedded derivative liabilities in certain matured convertible notes and (2) the accounting treatment for changes in certain rights and privileges with respect to certain classes of preferred stock on January 10, 2020. Subsequent to September 30, 2021, Paycheck Protection Program Loans totaling $229,500 have been forgiven. On March 15, 2022 the Company settled a $ 40,000 13,333 Stock Issuances: November 9, 2021 - the Company issued 351,604 December 28, 2021 – 180,000,000 December 29, 2021 - the Company issued 1,275,427 March 31, 2022 – 1,275,427 April 28, 2022 – 37,500 preferred shares were issued in exchange for 37,500 preferred shares of a different class of preferred. Same Rights & Privileges. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 19. SEGMENT REPORTING The Company has three reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information (1) Affordable Housing (We Three) and (2) Financial Resolution Services (Platinum Tax and Key Tax) (3) Healthcare (Nova Ortho and Spine) (4) Real Estate (Edge View Properties Inc 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. Nova Ortho and Spine is a group of doctors that provide a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and nerves. Management uses numerous tools and methods to evaluate and measure of it’s subsidiaries success. To help succeed, management retains the prior owners of the subsidiaries and allow them to do what they do best is run the business. Additionally, management monitors key metrics primarily revenues and net income from operations. Schedule of segment reporting As of September 30, 2021 As of December 31, 2020 Assets: Affordable Housing Rentals $ 244,830 $ 258,813 Financial Services 4,861,481 4,369,195 Healthcare 7,679,720 – Real Estate 613,738 – Other (306,838 ) 302,139 Consolidated assets $ 13,092,931 $ 4,930,147 For the Three Months Ended September 30, 2021 For the Three Months Ended September 30, 2020 Revenues: Affordable Housing Rentals $ 30,944 $ 31,993 Financial Services 1,034,422 675,915 Healthcare 2,092,427 – Real Estate 152,000 – Total revenues $ 3,309,793 $ 707,908 Cost of Sales: Affordable Housing Rentals $ 22,281 $ 26,279 Financial Services 454,118 437,707 Healthcare 526,839 – Real Estate 79,481 – Total cost of sales $ 1,082,719 $ 463,986 Income (Loss) from Operations From Subsidiaries: Affordable Housing Rentals $ (2,276 ) $ (5,683 ) Financial Services (63,715 ) (216,224 ) Healthcare 1,382,155 – Real Estate 68,934 – Total Income (Loss) from operations from subsidiaries $ 1,385,098 $ (221,907 ) Loss From Operations from Cardiff Lexington $ (318,448 ) $ (308,661 ) Total income (loss) from operations $ 1,066,650 $ (530,568 ) For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Revenues: Affordable Housing Rentals $ 97,767 $ 110,820 Financial Services 3,432,819 2,551,325 Healthcare 2,742,001 – Real Estate 152,000 – Total revenues $ 6,424,587 $ 2,662,145 Cost of Sales: Affordable Housing Rentals $ 68,269 $ 81,763 Financial Services 1,328,508 1,228,096 Healthcare 726,289 – Real Estate 79,481 – Total cost of sales $ 2,202,547 $ 1,309,859 Income (Loss) from Operations From Subsidiaries: Affordable Housing Rentals $ (13,984 ) $ (10,331 ) Financial Services 324,761 (134,092 ) Healthcare 1,786,434 – Real Estate 68,934 – Total Income (Loss) from operations from subsidiaries $ 2,166,145 $ (144,423 ) Loss From Operations from Cardiff Lexington $ (3,831,975 ) $ (747,211 ) Total loss from operations $ (1,665,830 ) $ (891,634 ) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 Corporation (“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 September 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 Nova Ortho and Spine, PLLC (“Nova”), acquired May 31, 2021 |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying September 30, 2021 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 | Use of Estimates The preparation of financial statements in conformity with U.S. 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 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 . In the second quarter of 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. |
Accounts Receivable | Accounts Receivable Accounts receivable is reported on the balance sheet at the net amounts expected to be collected by the Company. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible which was $ 0 21,870 805,780 16,377 |
Property and Equipment | Property and Equipment Property and equipment 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: Schedule of estimated useful lives Classification Useful Life Equipment, furniture, and fixtures 5 - 7 years Medical equipment 10 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 September 30, 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 |
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 the following five-step model to determine revenue recognition: · Identification of a contract with a customer · Identification of the performance obligations in the contact · Determination of the transaction price · Allocation of the transaction price to the separate performance allocation · Recognition of revenue when performance obligations are satisfied The Company only applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses services promised within each contract and determines those that are performance obligations and assesses whether each promised service is distinct. The Company’s financial services sector reports revenues as services are performed and its healthcare sector reports revenues at the time control of the services transfer to the customer and from providing licensed and/or certified orthopedic procedures. Our healthcare subsidiary does not have contract liabilities or deferred revenue as there are no amounts prepaid for services. Established billing rates are not the same as actual amounts recovered for our healthcare subsidiary. They generally do not reflect what the Company is ultimately paid and therefore are not reported in our condensed unaudited financial statements. The Company is typically paid amounts based on established charges per procedure with guidance from the annually updated Current Procedural Terminology (“CPT”) guidelines (a code set maintained by the American Medical Association through the CPT Editorial Panel), that designates relative value units (“RVU's”) and a suggested range of charges for each procedure which is then assigned a CPT code. This fee is discounted to reflect the percentage paid to the Company “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay, and contractual adjustments which are deducted from the calculated fee. The net revenue is recorded at the time the services are rendered. |
Contract Fees (Non-PIP) | Contract Fees (Non-PIP) The Company has contract fees for amounts earned from its Non-Personal Injury Protection (“PIP”) related procedures, typically car accidents, and are collected on a contingency basis. These cases are sold to a factor, who bears the risk of economic benefit or loss. After selling patient cases to the factor, any additional funds collected by the Company are remitted to the factor. |
Service Fees – Net (PIP) | Service Fees – Net (PIP) The Company generates services fees from performing various procedures on the date the services are performed. These services primarily include slip and falls as well as smaller nominal Non-PIP services. Fees are collected primarily from third party insurance providers. These revenues are based on established insurance billing rates less allowances for contractual adjustments and uncollectible amounts. These contractual adjustments vary by insurance company and self-pay patients. The Company computes these contractual adjustments and collection allowances based on its historical collection experience. Completing the paperwork for each case and preparing it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed electronically except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four weeks from electronic filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional information. Historical collection rates are estimated using the most current prior 12-month historical payment and collection percentages. The Company generally receives all of its collections within 12 months from the date of service. The Company accounts for chargebacks as they occur and records an estimate for expected chargebacks as they are received from insurance companies. For the three and nine months ended September 30, 2021 and 2020, respectively, the Company did not record any bad debt expense. Additionally, the Company has not recorded any estimate for expected chargebacks. The Company’s contracts for both its contract and service fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction price is allocated to this single performance obligation. Accordingly, the Company recognizes revenues (net) when the patient receives orthopedic care services. Our patient service contracts generally have performance obligations which are satisfied at a point in time. The performance obligation is for onsite or off-site care provided. Patient service contracts are generally fixed-price, and the transaction price is in the contract. Revenue is recognized when obligations under the terms of the contract with our patients are satisfied; generally, at the time of patient care. |
Financial Services Income | Financial Services Income The Company generates revenue from providing tax resolution services to individuals and business owners that have federal and state tax liabilities by assisting its clients to settle outstanding tax debts. Additionally, services include back taxes, offer in compromise, audit representation, amending tax returns, tax preparation, wage garnishment relief, removal of bank levies and liens, and other financial challenges. |
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 ASC 842, 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 September 30, 2021 and December 31, 2020. There are no contingent rentals included in income in the accompanying condensed consolidated 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. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of cost of sales in the condensed consolidated statements of operations and changes in members’ equity. The Company recognized advertising and marketing expense of $ 333,964 961,300 317,899 881,591 |
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 September 30, 2021 and December 31, 2020. Schedule of fair value of derivative liability Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – September 30, 2021 $ – $ – $ 3,457,646 $ 3,457,646 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 September 30, 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 September 30, 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. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Changes to accounting principles are established by the FASB in the form of Accounting Standards Update (“ASU”) to the FASB's Codification. We consider the applicability and impact of all ASU's on our financial position, results of operations, shareholders’ deficit. cash flows, or presentation thereof. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments -- Credit Losses (Topic 326), Derivatives and hedging (Topic 815) and Leases (Topic 842), which extends the effective date of Topic 326 for certain companies until fiscal years beginning after December 15, 2022. The new standard will be effective for the Company in the first quarter of fiscal year beginning January 1, 2023, and early adoption is permitted. Management does not expect that the adoption of this standard will have a material effect on the Company's financial statements. |
Reclassifications | Reclassifications Certain accounts relating to the prior year have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the net income or net assets as previously reported. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Schedule of estimated useful lives Classification Useful Life Equipment, furniture, and fixtures 5 - 7 years Medical equipment 10 years Leasehold improvements 10 years or lease term, if shorter |
Schedule of fair value of derivative liability | Schedule of fair value of derivative liability Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – September 30, 2021 $ – $ – $ 3,457,646 $ 3,457,646 Level 1 Level 2 Level 3 Total Fair Value of BCF Derivative Liability – December 31, 2020 $ – $ – $ 2,903,663 $ 2,903,663 |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restatement Of Previously Issued Financial Statements | |
Schedule of financial statements | Schedule of financial statements Impact of correction of error September 30, 2020 (Unaudited) As previously reported Adjustments As restated Total assets 4,944,770 – 4,944,770 Derivative liability 3,168,106 (350,869 ) 2,817,237 Net, liabilities of discontinued operations 2,425,100 300,164 2,725,264 Other 6,437,026 6,437,026 Total liabilities 12,030,232 (50,705 ) 11,979,527 Accumulated deficit (63,858,637 ) 50,705 (63,807,932 ) Others 56,773,175 – 56,773,175 Total deficiency in shareholders' equity (7,085,462 ) 50,705 (7,034,757 ) Impact of correction of error As previously December 31, 2020 (Audited) 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 operation 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–3 months ended September 30, 2020 Three months ended September 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (530,568 ) $ – $ (530,568 ) Change in value of derivative liability 3,864,938 1,254,140 5,119,078 Others (348,675 ) – (348,675 ) Other income (expense) 3,516,263 1,254,140 4,770,403 Net income (loss) before discontinued operations 2,985,695 1,254,140 4,239,835 (Loss) from discontinued operations (22,280 ) 68,185 45,905 (Loss) Gain from disposal of discontinued operations (21,140 ) (21,140 ) Income (loss) from discontinued operations (43,420 ) 68,185 24,765 Net (loss) income 2,942,275 1,322,325 4,264,600 Deemed dividend on preferred stock – – Net loss attributable to common stockholders $ 2,942,275 $ 1,322,325 $ 4,264,600 Basic Earnings (loss) per Share Continued Operations $ 3.08 $ 4.38 Discontinued Operations $ (0.04 ) $ 0.03 Diluted Earnings (loss) per Share Continued Operations $ – $ 0.00 Discontinued Operations $ (0.04 ) $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 968,379 968,379 Discontinued Operations 968,379 968,379 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations 6,394,936,792 6,394,936,792 Discontinued Operations 968,379 6,394,936,792 Impact of correction of error – 9 months ended September 30, 2020 Nine months ended September 30, 2020 (Unaudited) As previously reported Adjustments As restated Loss from operations $ (891,634 ) – $ (891,634 ) Change in value of derivative liability (12,378 ) 903,996 891,618 Others (1,118,177 ) – (1,118,177 ) Other income (expense) (1,130,555 ) 903,996 (226,559 ) Net income (loss) before discontinued operations (2,022,189 ) 903,996 (1,118,193 ) (Loss) from discontinued operations (101,236 ) (37,016 ) (138,252 ) (Loss) Gain from disposal of discontinued operations 194,873 194,873 Income (loss) from discontinued operations 93,637 (37,016 ) 56,621 Net (loss) income (1,928,552 ) 866,980 (1,061,572 ) Deemed dividend on preferred stock – (1,605,266 ) (1,605,266 ) Net loss attributable to common stockholders $ (1,928,552 ) (738,286 ) $ (2,666,838 ) Basic Earnings (loss) per Share Continued Operations $ (4.94 ) $ (6.65 ) Discontinued Operations $ 0.23 $ 0.14 Diluted Earnings (loss) per Share Continued Operations $ (4.94 ) $ (6.65 ) Discontinued Operations $ – $ 0.00 Weighted Average Shares Outstanding - Basic Earnings (loss) per Share Continued Operations 409,666 409,666 Discontinued Operations 409,666 409,666 Weighted Average Shares Outstanding - Diluted Earnings (loss) per Share Continued Operations 409,666 409,666 Discontinued Operations 1,444,295,468,290 1,444,295,468,290 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of preliminary purchase price allocation | Schedule of preliminary purchase price allocation Nova Ortho and Spine, PLLC Cash $ 177,977 Accounts receivable 653,134 Property and equipment 92,064 Other assets 342,493 Goodwill 5,790,687 Liabilities (977,021 ) Total $ 6,079,334 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment September 30, 2021 December 31, 2020 Residential housing $ 344,755 $ 341,205 Medical equipment 96,532 – Computer Equipment 9,188 – Furniture, fixture and equipment 91,096 76,017 Leasehold Improvement 15,950 – Total 557,521 417,222 Less: accumulated depreciation (274,320 ) (205,443 ) Property and equipment, net $ 283,201 $ 211,779 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses September 30, 2021 December 31, 2020 Accounts payable $ 116,965 $ 119,653 Accrued previously factored receivables 471,010 – Accrued credit cards 8,765 28,548 Accrued income and taxes 145,559 282,798 Accrued advertising 68,449 75,963 Accrued payroll wages 11,762 27,569 Accrued professional fees 68,338 27,727 Accrued expenses other 110,758 54,815 Total $ 1,001,606 $ 617,073 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of annual objectives of financial performance | Schedule of annual objectives of financial performance Year Minimum Annual Nova EBITDA Cash Annual Bonus Series J Preferred Stock 2021 $ 2.0 $ 120,000 120,000 2022 $ 2.4 $ 150,000 135,000 2023 $ 3.7 $ 210,000 150,000 2024 $ 5.5 $ 300,000 180,000 2025 $ 8.0 $ 420,000 210,000 |
NOTES AND LOANS PAYABLE (Tables
NOTES AND LOANS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable September 30, 2021 December 31, 2020 Notes and Loans Payable $ 1,271,391 $ 1,347,690 Less current portion (666,177 ) (947,912 ) Long-term portion $ 605,214 $ 399,778 |
Schedule of Maturities of Long-term Debt | Schedule of Maturities of Long-term Debt Amount 2022 $ 666,177 2023 131,361 2024 16,611 2025 16,611 2026 16,611 Thereafter 424,020 Total $ 1,271,391 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes summary | Schedule of convertible notes summary September 30, 2021 December 31, 2020 Convertible notes payable $ 2,121,106 $ 2,584,967 Discounts on convertible notes payable (1,250 ) (108,320 ) Total convertible debt less debt discount 2,119,856 2,476,647 Current portion 2,119,856 2,476,647 Long-term portion $ – $ – |
Schedule of convertible notes details | Schedule of convertible notes details Note # Issuance Maturity Principal Balance 12/31/20 New Loan Cash Paydown Principal Conversions Shares Issued Upon Conversion Principal Balance 9/30/21 Accrued Interest on Convertible Debt at 12/31/20 Interest Expense On Convertible Debt For the Period Ended 9/30/21 Accrued Interest on Convertible Debt at 9/30/21 Unamortized Debt Discount At 9/30/21 1 8/21/2008 8/21/2009 $ 150,000 $ – $ – $ (150,000 ) 140,799 $ – $ 222,608 $ – $ – $ – 7 2/9/2016 On demand 8,485 – – (8,485 ) 18,024,012 – 4,109 1,489 – – 7-1 10/28/2016 10/28/2017 25,000 – – (15,000 ) – 10,000 15,321 3,686 10,717 – 9 9/12/2016 9/12/2017 80,000 – – (29,920 ) 17,278,267 50,080 74,039 10,115 1,617 – 10 1/24/2017 1/24/2018 55,000 – – (42,355 ) 4,714,626 12,646 29,736 2,730 14,395 – 11-2 3/16/2017 3/16/2018 21,345 – – (4,000 ) – 17,345 10,853 2,595 8,968 – 13-2 7/24/2018 1/24/2019 43,961 – – – – 43,961 26,200 5,918 32,118 – 22 7/10/2018 1/10/2021 838,433 – (22,671 ) – – 815,471 75,040 – – – 22-1 2/20/2019 1/10/2021 61,704 – – – – 61,704 13,754 11,046 24,800 – 22-3 4/10/2019 1/10/2021 56,095 – – – – 56,095 11,877 10,042 21,919 – 25 8/13/2018 2/13/2019 118,292 – – (118,292 ) 17,823,255 – 5,788 5,114 – – 26 8/10/2017 1/27/2018 20,000 – – – – 20,000 7,533 2,238 9,771 – 29-1 11/8/2019 11/8/2020 101,374 – – (101,374 ) 13,561,809 – 19 3,683 2,283 – 29-2 11/8/2019 11/8/2020 62,367 – – (25,763 ) – 36,604 14,968 7,438 9,529 – 31 8/28/2019 8/28/2020 61,839 – – (61,830 ) 5,247,042 – 14,059 1,447 8,385 – 32 5/22/2019 5/22/2020 25,000 – – – – 25,000 7,291 3,730 11,021 – 33 2/11/2020 2/11/2021 153,672 – – (154,172 ) 15,522,516 – 8,214 1,587 – – 34 5/18/2020 5/18/2021 50,200 – – (50,000 ) 4,121,766 – 1,876 233 219 – 35 8/24/2020 8/24/2021 85,000 – – (85,000 ) 5,759,130 – 1,811 813 74 – 36-1 9/3/2020 1/3/2021 127,200 – – – – 122,400 3,934 16,434 20,368 – 36-2 11/3/2020 3/3/2021 120,000 – – – – 122,400 1,934 16,434 18,368 – 36-3 12/29/2020 4/29/2021 120,000 – – – – 122,400 98 16,434 16,532 – 36-4 5/5/2020 9/5/2021 – 187,500 – – – 187,500 – 13,648 13,648 1,250 37-1 9/3/2020 6/30/2021 67,000 – – – – 67,000 2,197 4,998 7,194 – 37-2 11/2/2020 8/31/2021 66,500 – – – – 66,500 1,090 4,960 6,050 – 37-3 12/29/2020 9/30/2021 66,500 – – – – 66,500 55 4,958 5,015 – 38 2/9/2021 2/9/2022 – 103,500 – (39,500 ) 7,181,818 64,000 – 3,646 3,646 – 39 5/10/2021 5/10/2022 – 153,500 – – – 153,500 – 3,598 3,598 – $ 2,584,967 $ 444,500 $ (22,671 ) $ (885,691 ) 109,375,040 $ 2,121,106 $ 554,404 $ 234,054 $ 250,235 $ 1,250 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of changes in fair value | Schedule of changes in fair value Derivative Liability, December 31, 2020 $ 2,903,663 Discount on derivatives 645,000 Derivatives settled (1,396,610 ) Mark to market adjustment 1,305,593 Derivative Liability, September 30, 2021 $ 3,457,646 |
Assumptions for fair value of derivative liabilities | Assumptions for fair value of derivative liabilities For the Periods Ended September 30, 2021 December 31, 2020 Volatility 1.0% - 998.8% 204.5% - 1,005.9% Risk-free interest rate 0.04% - 0.98% 0.099% - 0.18% Expected term .33 – 4.5 .33 – 2.5 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Valuation of warrants | Valuation of warrants September 30, 2021 Initial Valuation $ 3,795 Ending Value $ 2.40 |
Schedule of warrant assumptions | Schedule of warrant assumptions September 30, 2021 Volatility 998.78 Risk-free interest rate 0.98 Expected term 5 |
Schedule of warrant activity | Schedule of warrant activity Number of Weighted Stock Warrants Balance at December 31, 2020 14,274,477 $ 0.105 Granted 231,481,466 0.015 Exercised – – Expired (1,335,000 ) (0.030 ) Balance at September 30, 2021 244,420,943 0.020 Warrants Exercisable at September 30, 2021 244,420,943 $ 0.020 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Red Rock Travel | Schedule of Red Rock Travel September 30, 2021 December 31, 2020 Net liabilities of discontinued operations Accounts payable and accrued expenses $ – $ 1,869,961 Accrued interest 214,318 165,065 Convertible debt 240,000 240,000 Derivative liability 378,877 416,669 Net liabilities of discontinued operations $ 833,195 $ 2,691,695 Three Months Ended September, Nine Months Ended September, 2021 2020 2021 2020 (Gain) Loss from discontinued operations Interest expense $ 17,000 $ 17,189 $ 51,378 $ 34,378 Gain from reversal of Red Rock Travel liabilities $ (1,872,086 ) $ – $ (1,872,086 ) $ – Change in derivative liability (57,766 ) 28,716 (37,792 ) (172,630 ) Loss from discontinued operations $ (1,912,852 ) $ 45,905 $ (1,858,500 ) $ (138,252 ) |
GOODWILL AND IDENTIFIABLE INT_2
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Identifiable Intangible Assets Net | |
Schedule of goodwill balances | Schedule of goodwill balances Affordable Housing Rentals Financial Services Healthcare Total Gross carrying value at December 31, 2020 $ – $ 3,499,963 $ – $ 3,499,963 Accumulated impairment – – – – Carrying value at December 31, 2020 – 3,499,963 – 3,499,963 Acquisition – – 5,790,687 5,790,687 Accumulated impairment – – – – Carrying value at September 30, 2021 $ – $ 3,499,963 $ 5,790,687 $ 9,290,650 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of property leases | Schedule of property leases Amount 2022 $ 206,935 2023 79,574 2024 22,925 2025 19,159 2026 4,671 Total $ 333,264 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Schedule of segment reporting As of September 30, 2021 As of December 31, 2020 Assets: Affordable Housing Rentals $ 244,830 $ 258,813 Financial Services 4,861,481 4,369,195 Healthcare 7,679,720 – Real Estate 613,738 – Other (306,838 ) 302,139 Consolidated assets $ 13,092,931 $ 4,930,147 For the Three Months Ended September 30, 2021 For the Three Months Ended September 30, 2020 Revenues: Affordable Housing Rentals $ 30,944 $ 31,993 Financial Services 1,034,422 675,915 Healthcare 2,092,427 – Real Estate 152,000 – Total revenues $ 3,309,793 $ 707,908 Cost of Sales: Affordable Housing Rentals $ 22,281 $ 26,279 Financial Services 454,118 437,707 Healthcare 526,839 – Real Estate 79,481 – Total cost of sales $ 1,082,719 $ 463,986 Income (Loss) from Operations From Subsidiaries: Affordable Housing Rentals $ (2,276 ) $ (5,683 ) Financial Services (63,715 ) (216,224 ) Healthcare 1,382,155 – Real Estate 68,934 – Total Income (Loss) from operations from subsidiaries $ 1,385,098 $ (221,907 ) Loss From Operations from Cardiff Lexington $ (318,448 ) $ (308,661 ) Total income (loss) from operations $ 1,066,650 $ (530,568 ) For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Revenues: Affordable Housing Rentals $ 97,767 $ 110,820 Financial Services 3,432,819 2,551,325 Healthcare 2,742,001 – Real Estate 152,000 – Total revenues $ 6,424,587 $ 2,662,145 Cost of Sales: Affordable Housing Rentals $ 68,269 $ 81,763 Financial Services 1,328,508 1,228,096 Healthcare 726,289 – Real Estate 79,481 – Total cost of sales $ 2,202,547 $ 1,309,859 Income (Loss) from Operations From Subsidiaries: Affordable Housing Rentals $ (13,984 ) $ (10,331 ) Financial Services 324,761 (134,092 ) Healthcare 1,786,434 – Real Estate 68,934 – Total Income (Loss) from operations from subsidiaries $ 2,166,145 $ (144,423 ) Loss From Operations from Cardiff Lexington $ (3,831,975 ) $ (747,211 ) Total loss from operations $ (1,665,830 ) $ (891,634 ) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Estimated useful lives) | 9 Months Ended |
Sep. 30, 2021 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property useful lives | 5 - 7 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property useful lives | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property useful lives | 10 years or lease term, if shorter |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair value) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative liability | $ 3,457,646 | $ 2,903,663 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative liability | $ 3,457,646 | $ 2,903,663 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Allowances for doubtful account | $ 0 | $ 0 | $ 21,870 | ||
Accounts receivable | 805,780 | 805,780 | $ 16,377 | ||
Advertising and marketing expense | $ 333,964 | $ 317,899 | $ 961,300 | $ 881,591 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details - Financial Statements) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total assets | $ 13,092,931 | $ 13,092,931 | $ 4,930,147 | |||
Total liabilities | 11,999,917 | 11,999,917 | 13,802,481 | |||
Accumulated deficit | (68,494,184) | (68,494,184) | (65,583,255) | |||
Total deficiency in shareholders' equity | 1,093,014 | $ (11,617,054) | 1,093,014 | $ (11,617,054) | (8,872,334) | $ (6,726,704) |
Loss from operations | 1,066,650 | (530,568) | (1,665,830) | (891,634) | ||
Change in value of derivative liability | (172,982) | 5,119,078 | (1,305,596) | 891,618 | ||
Other income (expense) | (943,532) | 4,770,403 | (3,003,600) | (226,559) | ||
Net (loss) income | $ 2,035,970 | $ 4,264,600 | $ (2,810,930) | $ (1,061,572) | ||
Continued Operations | $ 0.01 | $ 4.38 | $ (0.02) | $ (6.68) | ||
Basic Earnings (loss) per Share | ||||||
Discontinued Operations | $ 0.01 | $ 0.03 | $ 0.002 | $ 0.14 | ||
Previously Reported [Member] | ||||||
Total assets | $ 4,944,770 | $ 4,944,770 | 4,930,147 | |||
Derivative liability | 3,168,106 | 3,168,106 | 2,405,358 | |||
Net, liabilities of discontinued operation | 2,425,100 | 2,425,100 | 2,441,965 | |||
Other | 6,437,026 | 6,437,026 | 8,207,123 | |||
Total liabilities | 12,030,232 | 12,030,232 | 13,054,446 | |||
Accumulated deficit | (63,858,637) | (63,858,637) | (64,835,220) | |||
Others | 56,773,175 | 56,773,175 | 56,710,921 | |||
Total deficiency in shareholders' equity | (7,085,462) | (7,085,462) | (8,124,299) | |||
Loss from operations | (530,568) | (891,634) | ||||
Change in value of derivative liability | 3,864,938 | (12,378) | ||||
Others | (348,675) | (1,118,177) | ||||
Other income (expense) | 3,516,263 | (1,130,555) | ||||
Net income (loss) before discontinued operations | 2,985,695 | (2,022,189) | ||||
(Loss) from discontinued operations | (22,280) | (101,236) | ||||
(Loss) Gain from disposal of discontinued operations | (21,140) | 194,873 | ||||
Income (loss) from discontinued operations | (43,420) | 93,637 | ||||
Net (loss) income | 2,942,275 | (1,928,552) | ||||
Deemed dividend on preferred stock | 0 | 0 | ||||
Net loss attributable to common stockholders | $ 2,942,275 | $ (1,928,552) | ||||
Continued Operations | $ 3.08 | |||||
Discontinued Operations | (0.04) | |||||
Continued Operations | 0 | |||||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | $ (0.04) | |||||
Discontinued Operations | $ 0 | |||||
Continued Operations | 968,379 | 409,666 | ||||
Discontinued Operations | 968,379 | |||||
Continued Operations | 6,394,936,792 | 409,666 | ||||
Discontinued Operations | 968,379 | 1,444,295,468,290 | ||||
Basic Earnings (loss) per Share | ||||||
Continued Operations | $ (4.94) | |||||
Discontinued Operations | 0.23 | |||||
Diluted Earnings (loss) per Share | ||||||
Continued Operations | $ (4.94) | |||||
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share | ||||||
Discontinued Operations | 409,666 | |||||
Revision of Prior Period, Adjustment [Member] | ||||||
Total assets | $ 0 | $ 0 | 0 | |||
Derivative liability | (350,869) | (350,869) | 498,305 | |||
Net, liabilities of discontinued operation | 300,164 | 300,164 | 249,730 | |||
Other | 0 | |||||
Total liabilities | (50,705) | (50,705) | 748,035 | |||
Accumulated deficit | 50,705 | 50,705 | (748,035) | |||
Others | 0 | 0 | 0 | |||
Total deficiency in shareholders' equity | 50,705 | 50,705 | (748,035) | |||
Loss from operations | 0 | 0 | ||||
Change in value of derivative liability | 1,254,140 | 903,996 | ||||
Others | 0 | 0 | ||||
Other income (expense) | 1,254,140 | 903,996 | ||||
Net income (loss) before discontinued operations | 1,254,140 | 903,996 | ||||
(Loss) from discontinued operations | 68,185 | (37,016) | ||||
Income (loss) from discontinued operations | 68,185 | (37,016) | ||||
Net (loss) income | 1,322,325 | 866,980 | ||||
Deemed dividend on preferred stock | (1,605,266) | |||||
Net loss attributable to common stockholders | 1,322,325 | (738,286) | ||||
As Restated [Member] | ||||||
Total assets | 4,944,770 | 4,944,770 | 4,930,147 | |||
Derivative liability | 2,817,237 | 2,817,237 | 2,903,663 | |||
Net, liabilities of discontinued operation | 2,725,264 | 2,725,264 | 2,691,695 | |||
Other | 6,437,026 | 6,437,026 | 8,207,123 | |||
Total liabilities | 11,979,527 | 11,979,527 | 13,802,481 | |||
Accumulated deficit | (63,807,932) | (63,807,932) | (65,583,255) | |||
Others | 56,773,175 | 56,773,175 | 56,710,921 | |||
Total deficiency in shareholders' equity | (7,034,757) | (7,034,757) | $ (8,872,334) | |||
Loss from operations | (530,568) | (891,634) | ||||
Change in value of derivative liability | 5,119,078 | 891,618 | ||||
Others | (348,675) | (1,118,177) | ||||
Other income (expense) | 4,770,403 | (226,559) | ||||
Net income (loss) before discontinued operations | 4,239,835 | (1,118,193) | ||||
(Loss) from discontinued operations | 45,905 | (138,252) | ||||
(Loss) Gain from disposal of discontinued operations | (21,140) | 194,873 | ||||
Income (loss) from discontinued operations | 24,765 | 56,621 | ||||
Net (loss) income | 4,264,600 | (1,061,572) | ||||
Deemed dividend on preferred stock | 0 | (1,605,266) | ||||
Net loss attributable to common stockholders | $ 4,264,600 | $ (2,666,838) | ||||
Continued Operations | $ 4.38 | |||||
Discontinued Operations | 0.03 | |||||
Continued Operations | 0 | |||||
Discontinued Operations | $ 0 | $ 0 | ||||
Continued Operations | 968,379 | 409,666 | ||||
Discontinued Operations | 968,379 | |||||
Continued Operations | 6,394,936,792 | 409,666 | ||||
Discontinued Operations | 6,394,936,792 | 1,444,295,468,290 | ||||
Basic Earnings (loss) per Share | ||||||
Continued Operations | $ (6.65) | |||||
Discontinued Operations | 0.14 | |||||
Diluted Earnings (loss) per Share | ||||||
Continued Operations | $ (6.65) | |||||
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share | ||||||
Discontinued Operations | 409,666 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Net Investment Income [Line Items] | |||
Goodwill | $ 9,290,650 | $ 3,499,963 | $ 3,499,963 |
Nova Ortho And Spine P L L C [Member] | |||
Net Investment Income [Line Items] | |||
Cash | 177,977 | ||
Accounts receivable | 653,134 | ||
Property and equipment | 92,064 | ||
Other assets | 342,493 | ||
Goodwill | 5,790,687 | ||
Liabilities | (977,021) | ||
Total | $ 6,079,334 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Residential housing | $ 344,755 | $ 341,205 |
Medical equipment | 96,532 | 0 |
Computer Equipment | 9,188 | 0 |
Furniture, fixture and equipment | 91,096 | 76,017 |
Leasehold Improvement | 15,950 | 0 |
Total | 557,521 | 417,222 |
Less: accumulated depreciation | (274,320) | (205,443) |
Property and equipment, net | $ 283,201 | $ 211,779 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||
Depreciation expense | $ 11,621 | $ 5,765 | $ 24,441 | $ 17,336 |
Cost of Sales [Member] | ||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||
Depreciation expense | $ 5,446 | $ 5,446 | $ 16,338 | $ 16,380 |
LAND (Details Narrative)
LAND (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Real Estate [Abstract] | ||
Proceeds from sale of Land | $ 152,000 | |
Land | $ 540,000 | $ 603,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 116,965 | $ 119,653 |
Accrued previously factored receivables | 471,010 | 0 |
Accrued credit cards | 8,765 | 28,548 |
Accrued income and taxes | 145,559 | 282,798 |
Accrued advertising | 68,449 | 75,963 |
Accrued payroll wages | 11,762 | 27,569 |
Accrued professional fees | 68,338 | 27,727 |
Accrued expenses other | 110,758 | 54,815 |
Total | $ 1,001,606 | $ 617,073 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Line Of Credit | ||
Line of Credit Facility, Interest Rate During Period | 3.45% | 6.70% |
Long-term Line of Credit | $ 0 | $ 51,927 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Effect of Fourth Quarter Events [Line Items] | ||
Cash Annual Bonus | $ 1,212,978 | $ 279,311 |
2021 | ||
Effect of Fourth Quarter Events [Line Items] | ||
Minimum Annual amount | 2,000,000 | |
Cash Annual Bonus | $ 120,000 | |
2021 | Series J Preferred Stock [Member] | ||
Effect of Fourth Quarter Events [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 120,000 | |
2022 | ||
Effect of Fourth Quarter Events [Line Items] | ||
Minimum Annual amount | $ 2,400,000 | |
Cash Annual Bonus | $ 150,000 | |
2022 | Series J Preferred Stock [Member] | ||
Effect of Fourth Quarter Events [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 135,000 | |
2023 | ||
Effect of Fourth Quarter Events [Line Items] | ||
Minimum Annual amount | $ 3,700,000 | |
Cash Annual Bonus | $ 210,000 | |
2023 | Series J Preferred Stock [Member] | ||
Effect of Fourth Quarter Events [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 150,000 | |
2024 | ||
Effect of Fourth Quarter Events [Line Items] | ||
Minimum Annual amount | $ 5,500,000 | |
Cash Annual Bonus | $ 300,000 | |
2024 | Series J Preferred Stock [Member] | ||
Effect of Fourth Quarter Events [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 180,000 | |
2025 | ||
Effect of Fourth Quarter Events [Line Items] | ||
Minimum Annual amount | $ 8,000,000 | |
Cash Annual Bonus | $ 420,000 | |
2025 | Series J Preferred Stock [Member] | ||
Effect of Fourth Quarter Events [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 210,000 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Aug. 06, 2021 | May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Balance on debt | $ 141,370 | $ 35,164 | |||
Due to related party | 780 | 37,885 | |||
Proceeds from related party | 0 | $ 116,385 | |||
Accrued salaries | 244,000 | ||||
First Doctor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Annual base salaries | $ 372,000 | ||||
Second Doctor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Annual base salaries | 450,000 | ||||
Third Doctor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Annual base salaries | $ 372,000 | ||||
Board of Directors Chairman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | 126,849 | 126,849 | |||
Deferred compensation payable | 1,155,000 | 1,035,000 | |||
Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Deferred compensation payable | 1,140,000 | 1,020,000 | |||
Chief Operating Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Deferred compensation payable | $ 129,000 | 120,000 | |||
Chief Operating Officer [Member] | Preferred Stock Series B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares exchange | 61,000 | ||||
Accrued salaries | $ 244,000 | ||||
Chief Financial Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Deferred compensation payable | 17,057 | 17,057 | |||
Edge View Properties Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from related party | $ 8,209 | $ 50,021 | |||
Proceeds from related party | $ 162,598 |
NOTES AND LOANS PAYABLE (Detail
NOTES AND LOANS PAYABLE (Details - Notes Payable) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Notes and Loans Payable | $ 1,271,391 | $ 1,347,690 |
Less current portion | (666,177) | (947,912) |
Long-term portion | $ 605,214 | $ 399,778 |
NOTES AND LOANS PAYABLE (Deta_2
NOTES AND LOANS PAYABLE (Details - Long term debt maturity) | Sep. 30, 2021 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 666,177 |
2023 | 131,361 |
2024 | 16,611 |
2025 | 16,611 |
2026 | 16,611 |
Thereafter | 424,020 |
Total | $ 1,271,391 |
NOTES AND LOANS PAYABLE (Deta_3
NOTES AND LOANS PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | |||||||||
May 04, 2021 | Oct. 07, 2020 | Jun. 02, 2020 | May 08, 2020 | Apr. 14, 2020 | Feb. 23, 2021 | Feb. 19, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||||||
Notes payable outstanding | $ 1,271,391 | $ 1,347,690 | ||||||||
Due to related party | 780 | 37,885 | ||||||||
Accrued interest | 0 | |||||||||
Maturity date | Nov. 03, 2021 | |||||||||
Accrued interest | $ 22,266 | |||||||||
Face amount | $ 432,266 | |||||||||
Interest rate | 24% | |||||||||
Principal amount | $ 200,000 | |||||||||
Interest rate | 3.75% | |||||||||
Key Tax [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable outstanding | 141,370 | 35,164 | ||||||||
Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Due from related party | 8,209 | |||||||||
Due to related party | 50,021 | |||||||||
Auto Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable outstanding | 10,989 | 10,989 | ||||||||
Accrued interest | 4,577 | 3,591 | ||||||||
Convertible Note 36-2 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable outstanding | 0 | 50,000 | ||||||||
Accrued interest | 0 | 37,282 | ||||||||
Convertible Note 36-3 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable outstanding | 0 | 50,000 | ||||||||
Accrued interest | 0 | 55,500 | ||||||||
Promissory Note 3 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable outstanding | 0 | 15,000 | ||||||||
Accrued interest | 0 | 1,800 | ||||||||
Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 410,000 | |||||||||
Prom Note 4 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable outstanding | 432,266 | 410,000 | ||||||||
Accrued interest | 104,232 | 53,805 | ||||||||
Short Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable outstanding | 80,309 | 119,129 | ||||||||
Accrued interest | 20,826 | 29,544 | ||||||||
P P P Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Accrued interest | 923 | |||||||||
Maturity date | Apr. 14, 2022 | |||||||||
Interest rate | 1% | |||||||||
Proceeds from loans | $ 127,400 | |||||||||
Loan payable | 127,400 | |||||||||
P P P Loan 1 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Accrued interest | 3,531 | |||||||||
Maturity date | May 08, 2022 | |||||||||
Interest rate | 1% | |||||||||
Proceeds from loans | $ 257,500 | |||||||||
Loan payable | 257,500 | |||||||||
P P P Loan 2 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Feb. 19, 2023 | |||||||||
Interest rate | 1% | |||||||||
Proceeds from loans | $ 229,500 | |||||||||
P P P Loan 3 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Feb. 23, 2023 | |||||||||
Interest rate | 1% | |||||||||
Proceeds from loans | $ 117,550 | |||||||||
Other income and expenses | $ 117,550 | |||||||||
S B A Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Accrued interest | 7,515 | 3,310 | ||||||||
Maturity date | Jun. 02, 2050 | |||||||||
Interest rate | 3.75% | |||||||||
Proceeds from loans | $ 150,000 | |||||||||
Loan payable | 149,900 | 149,900 | ||||||||
S B A Loan 2 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Accrued interest | 5,766 | 1,239 | ||||||||
Maturity date | Oct. 07, 2050 | |||||||||
Interest rate | 3.50% | |||||||||
Proceeds from loans | $ 150,000 | |||||||||
Loan payable | $ 349,900 | $ 149,900 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details - Convertible notes) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Discounts on convertible notes payable | $ (1,250) | $ (108,320) |
Total convertible debt less debt discount | 2,119,856 | 2,476,647 |
Current Portion | 2,119,856 | 2,476,647 |
Long-Term Portion | 0 | 0 |
Unrelated Party [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | $ 2,121,106 | $ 2,584,967 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details- Convertible debt instruments) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
May 04, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||
Debt Maturity date | Nov. 03, 2021 | |||||
New Loans | $ 400,000 | $ 415,000 | ||||
Principal Conversions | $ (62,985) | $ (885,691) | ||||
Shares issued upon conversion | 109,234,241 | |||||
Unamortized Debt Discount | $ 1,250 | $ 108,320 | ||||
Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal Balance | 2,121,106 | 2,584,967 | ||||
New Loans | 444,500 | |||||
Cash Paydown | (22,671) | |||||
Principal Conversions | $ (885,691) | |||||
Shares issued upon conversion | 109,375,040 | |||||
Accrued Interest | $ 250,235 | $ 554,404 | ||||
Interest expense | 234,054 | |||||
Unamortized Debt Discount | $ 1,250 | |||||
Convertible Note 1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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 | 222,608 | ||||
Interest expense | 0 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 7 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Feb. 09, 2016 | |||||
Principal Balance | $ 0 | 8,485 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ (8,485) | |||||
Shares issued upon conversion | 18,024,012 | |||||
Accrued Interest | $ 0 | 4,109 | ||||
Interest expense | 1,489 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 7-1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Oct. 28, 2016 | |||||
Debt Maturity date | Oct. 28, 2017 | |||||
Principal Balance | $ 10,000 | 25,000 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ (15,000) | |||||
Shares issued upon conversion | 0 | |||||
Accrued Interest | $ 10,717 | 15,321 | ||||
Interest expense | 3,686 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 9 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Sep. 12, 2016 | |||||
Debt Maturity date | Sep. 12, 2017 | |||||
Principal Balance | $ 50,080 | 80,000 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ (29,920) | |||||
Shares issued upon conversion | 17,278,267 | |||||
Accrued Interest | $ 1,617 | 74,039 | ||||
Interest expense | 10,115 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 10 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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 | $ (42,355) | |||||
Shares issued upon conversion | 4,714,626 | |||||
Accrued Interest | $ 14,395 | 29,736 | ||||
Interest expense | 2,730 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 11-2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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 | $ 8,968 | 10,853 | ||||
Interest expense | 2,595 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 13-2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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 | $ 32,118 | 26,200 | ||||
Interest expense | 5,918 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 22 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Jul. 10, 2018 | |||||
Debt Maturity date | Jan. 10, 2021 | |||||
Principal Balance | $ 815,471 | 838,433 | ||||
New Loans | 0 | |||||
Cash Paydown | (22,671) | |||||
Principal Conversions | $ 0 | |||||
Shares issued upon conversion | 0 | |||||
Accrued Interest | $ 0 | 75,040 | ||||
Interest expense | 0 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 22-1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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 | $ 24,800 | 13,754 | ||||
Interest expense | 11,046 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 22-3 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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 | $ 21,919 | 11,877 | ||||
Interest expense | 10,042 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 25 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Aug. 13, 2018 | |||||
Debt Maturity date | Feb. 13, 2019 | |||||
Principal Balance | $ 0 | 118,292 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ (118,292) | |||||
Shares issued upon conversion | 17,823,255 | |||||
Accrued Interest | $ 0 | 5,788 | ||||
Interest expense | 5,114 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 26 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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 | $ 9,771 | 7,533 | ||||
Interest expense | 2,238 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 29-1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Nov. 08, 2019 | |||||
Debt Maturity date | Nov. 08, 2020 | |||||
Principal Balance | $ 0 | 101,374 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ (101,374) | |||||
Shares issued upon conversion | 13,561,809 | |||||
Accrued Interest | $ 2,283 | 19 | ||||
Interest expense | 3,683 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 29-2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Nov. 08, 2019 | |||||
Debt Maturity date | Nov. 08, 2020 | |||||
Principal Balance | $ 36,604 | 62,367 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ (25,763) | |||||
Shares issued upon conversion | 0 | |||||
Accrued Interest | $ 9,529 | 14,968 | ||||
Interest expense | 7,438 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 31 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Aug. 28, 2019 | |||||
Debt Maturity date | Aug. 28, 2020 | |||||
Principal Balance | $ 0 | 61,839 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ (61,830) | |||||
Shares issued upon conversion | 5,247,042 | |||||
Accrued Interest | $ 8,385 | 14,059 | ||||
Interest expense | 1,447 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 32 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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 | $ 11,021 | 7,291 | ||||
Interest expense | 3,730 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 33 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Feb. 11, 2020 | |||||
Debt Maturity date | Feb. 11, 2021 | |||||
Principal Balance | $ 0 | 153,672 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ (154,172) | |||||
Shares issued upon conversion | 15,522,516 | |||||
Accrued Interest | $ 0 | 8,214 | ||||
Interest expense | 1,587 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 34 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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 | $ (50,000) | |||||
Shares issued upon conversion | 4,121,766 | |||||
Accrued Interest | $ 219 | 1,876 | ||||
Interest expense | 233 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 35 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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 | $ 74 | 1,811 | ||||
Interest expense | 813 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 36-1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Sep. 03, 2020 | |||||
Debt Maturity date | Jan. 03, 2021 | |||||
Principal Balance | $ 122,400 | 127,200 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ 0 | |||||
Shares issued upon conversion | 0 | |||||
Accrued Interest | $ 20,368 | 3,934 | ||||
Interest expense | 16,434 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Notes 36-2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Nov. 03, 2020 | |||||
Debt Maturity date | Mar. 03, 2021 | |||||
Principal Balance | $ 122,400 | 120,000 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ 0 | |||||
Shares issued upon conversion | 0 | |||||
Accrued Interest | $ 18,368 | 1,934 | ||||
Interest expense | 16,434 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Notes 36-3 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Dec. 29, 2020 | |||||
Debt Maturity date | Apr. 29, 2021 | |||||
Principal Balance | $ 122,400 | 120,000 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ 0 | |||||
Shares issued upon conversion | 0 | |||||
Accrued Interest | $ 16,532 | 98 | ||||
Interest expense | 16,434 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 36-4 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | May 05, 2020 | |||||
Debt Maturity date | Sep. 05, 2021 | |||||
Principal Balance | $ 187,500 | 0 | ||||
New Loans | 187,500 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ 0 | |||||
Shares issued upon conversion | 0 | |||||
Accrued Interest | $ 13,648 | 0 | ||||
Interest expense | 13,648 | |||||
Unamortized Debt Discount | $ 1,250 | |||||
Convertible Note 37-1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Sep. 03, 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 | $ 7,194 | 2,197 | ||||
Interest expense | 4,998 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 37-2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Nov. 02, 2020 | |||||
Debt Maturity date | Aug. 31, 2021 | |||||
Principal Balance | $ 66,500 | 66,500 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ 0 | |||||
Shares issued upon conversion | 0 | |||||
Accrued Interest | $ 6,050 | 1,090 | ||||
Interest expense | 4,960 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 37-3 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Dec. 29, 2020 | |||||
Debt Maturity date | Sep. 30, 2021 | |||||
Principal Balance | $ 66,500 | 66,500 | ||||
New Loans | 0 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ 0 | |||||
Shares issued upon conversion | 0 | |||||
Accrued Interest | $ 5,015 | 55 | ||||
Interest expense | 4,958 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 38 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Feb. 09, 2021 | |||||
Debt Maturity date | Feb. 09, 2022 | |||||
Principal Balance | $ 64,000 | 0 | ||||
New Loans | 103,500 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ (39,500) | |||||
Shares issued upon conversion | 7,181,818 | |||||
Accrued Interest | $ 3,646 | 0 | ||||
Interest expense | 3,646 | |||||
Unamortized Debt Discount | $ 0 | |||||
Convertible Note 39 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | May 10, 2021 | |||||
Debt Maturity date | May 10, 2022 | |||||
Principal Balance | $ 153,500 | 0 | ||||
New Loans | 153,500 | |||||
Cash Paydown | 0 | |||||
Principal Conversions | $ 0 | |||||
Shares issued upon conversion | 0 | |||||
Accrued Interest | $ 3,598 | $ 0 | ||||
Interest expense | 3,598 | |||||
Unamortized Debt Discount | $ 0 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||||||
Convertible debt | $ 2,121,106 | $ 2,121,106 | $ 2,584,967 | |||
Proceeds from Convertible Debt | 400,000 | $ 415,000 | ||||
Repayments of Convertible Debt | 0 | 20,207 | ||||
Debt discount | 1,250 | 1,250 | $ 108,320 | |||
Amortization of debt discount | $ 18,750 | $ 260,050 | 1,050,014 | $ 830,980 | ||
Stock issued for conversion of debt, amount converted | 62,985 | 885,691 | ||||
Debt converted, interest converted | 28,530 | 388,143 | ||||
Debt converted, penalties and fees converted | $ 3,000 | $ 13,000 | ||||
Stock issued for conversion of debt, shares issued | 109,234,241 | |||||
Stock issued for conversion of debt, shares issued | 25,205,830 | |||||
Reverse split | The reverse split ratio ranges from 1.6:1 to 307.7:1 | 10,000:1 | ||||
Convertible Notes Payable [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Proceeds from Convertible Debt | $ 444,500 | |||||
Repayments of Convertible Debt | $ 22,671 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details - Changes in fair value) | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Fair Value Disclosures [Abstract] | |
Derivative liability, beginning balance | $ 2,903,663 |
Discount from derivatives | 645,000 |
Derivatives settled | (1,396,610) |
Mark to market adjustment | 1,305,593 |
Derivative liability, ending balance | $ 3,457,646 |
FAIR VALUE MEASUREMENT (Detai_2
FAIR VALUE MEASUREMENT (Details - Assumptions) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions | 1.0% - 998.8% | 204.5% - 1,005.9% |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions | 0.04% - 0.98% | 0.099% - 0.18% |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions | .33 – 4.5 | .33 – 2.5 |
FAIR VALUE MEASUREMENT (Detai_3
FAIR VALUE MEASUREMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Unrealized gain/loss in derivative | $ 3,457,646 | $ 2,903,663 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Feb. 11, 2021 | Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||
Accrued salaries | $ 244,000 | ||||
Warrants issued, shares | 25,000,000 | ||||
Reverse stock split | The reverse split ratio ranges from 1.6:1 to 307.7:1 | 10,000:1 | |||
Reclassification of preferred stock to additional paid in capital | $ 11,837,482 | ||||
Series N Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 868,056 | 0 | |||
Preferred stock, Stated Value | $ 4 | $ 4 | |||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 1,945,078 | 1,743,279 | |||
Preferred stock, Stated Value | $ 4 | $ 4 | |||
Series B Preferred Stock [Member] | Chief Operating Officer [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares exchange | 61,000 | ||||
Accrued salaries | $ 244,000 |
WARRANTS (Details - Derivative
WARRANTS (Details - Derivative liabilities) | Sep. 30, 2021 USD ($) |
Warrants | |
Warrant fair value, at issuance | $ 3,795 |
WARRANTS (Details - Assumptions
WARRANTS (Details - Assumptions) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Volatility | 998.78% |
Risk-free interest rate | 0.98% |
Expected term | 5 years |
WARRANTS (Details - Warrant out
WARRANTS (Details - Warrant outstanding) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding, beginning balance | shares | 14,274,477 |
Weighted average exercise price - Warrants outstanding, beginning balance | $ / shares | $ 0.105 |
Warrants granted | shares | 231,481,466 |
Weighted average exercise price - Warrants granted | $ / shares | $ 0.015 |
Warrants exercised | shares | 0 |
Weighted average exercise price - Warrants exercised | $ / shares | $ 0 |
Warrants expired | shares | (1,335,000) |
Weighted average exercise price - Warrants expired | $ / shares | $ (0.030) |
Warrants outstanding, ending balance | shares | 244,420,943 |
Weighted average exercise price - Warrants outstanding, ending balance | $ / shares | $ 0.020 |
Warrants exercisable | shares | 244,420,943 |
Weighted average exercise price - Warrants exercisable | $ / shares | $ 0.020 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | Sep. 30, 2021 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants and Rights Outstanding, Term | 5 years |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
(Gain) Loss from discontinued operations | |||||
Loss from discontinued operations | $ 1,912,852 | $ 24,765 | $ 1,858,500 | $ 56,621 | |
Discontinued Operations [Member] | |||||
Accounts payable & accrued expenses | 0 | 0 | $ 1,869,961 | ||
Accrued interest | 214,318 | 214,318 | 165,065 | ||
Convertible debt | 240,000 | 240,000 | 240,000 | ||
Derivative liability | 378,877 | 378,877 | 416,669 | ||
Net liabilities of discontinued operations | 833,195 | 833,195 | $ 2,691,695 | ||
(Gain) Loss from discontinued operations | |||||
Interest expense | 17,000 | 17,189 | 51,378 | 34,378 | |
Gain from reversal of Red Rock Travel liabilities | (1,872,086) | 0 | (1,872,086) | 0 | |
Change in derivative liability | (57,766) | 28,716 | (37,792) | (172,630) | |
Loss from discontinued operations | $ (1,912,852) | $ 45,905 | $ (1,858,500) | $ (138,252) |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Sep. 30, 2021 | May 04, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Accounts payables and accrued expenses | $ 1,001,606 | $ 617,073 | ||
Convertible notes payable | 2,119,856 | 2,476,647 | ||
Accrued interest | $ 22,266 | |||
Discontinued Operations [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Derivative liability | 378,877 | $ 416,669 | ||
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | $ 40,000 | |||
Estimated Litigation Liability | $ 200,000 | |||
Red Rock [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Gain of discontinued operation | 1,872,086 | |||
Red Rock [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Accounts payables and accrued expenses | 1,872,086 | |||
Convertible notes payable | 240,000 | |||
Accrued interest | 214,318 | |||
Derivative liability | $ 378,877 |
GOODWILL AND IDENTIFIABLE INT_3
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Gross Carrying value | $ 3,499,963 | $ 3,499,963 |
Accumulated impairment | 0 | 0 |
Acquisition | 5,790,687 | |
Goodwill, Ending Balance | 9,290,650 | 3,499,963 |
Affordable Housing Rentals [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Gross Carrying value | 0 | 0 |
Accumulated impairment | 0 | 0 |
Acquisition | 0 | |
Goodwill, Ending Balance | 0 | 0 |
Financial Services [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Gross Carrying value | 3,499,963 | 3,499,963 |
Accumulated impairment | 0 | 0 |
Acquisition | 0 | |
Goodwill, Ending Balance | 3,499,963 | 3,499,963 |
Health Care [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Gross Carrying value | 0 | 0 |
Accumulated impairment | 0 | 0 |
Acquisition | 5,790,687 | |
Goodwill, Ending Balance | $ 5,790,687 | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details - Lease maturities) | Sep. 30, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 206,935 |
2023 | 79,574 |
2024 | 22,925 |
2025 | 19,159 |
2026 | 4,671 |
Total | $ 333,264 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 06, 2021 | May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 30, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Operating Leases | $ 91,726 | $ 22,107 | $ 108,979 | $ 64,494 | ||||
Accrued salaries | 244,000 | 244,000 | ||||||
Accrued compensation | $ 17,057 | $ 17,057 | $ 156,000 | $ 17,057 | ||||
Proceeds amount | $ 162,598 | |||||||
First Doctor [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 372,000 | |||||||
Second Doctor [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 450,000 | |||||||
Third Doctor [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 372,000 | |||||||
Chief Operating Officer [Member] | Series B Preferred Stock [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Shares received | 61,000 | 61,000 | ||||||
Accrued salaries | $ 244,000 | $ 244,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Sep. 30, 2021 USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carrforward | $ 18,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||||
Mar. 15, 2022 | Dec. 28, 2021 | Apr. 28, 2022 | Mar. 31, 2022 | Dec. 29, 2021 | Nov. 09, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Promissory note settled | $ 1,271,391 | $ 1,347,690 | ||||||
Forecast [Member] | ||||||||
Promissory note settled | $ 40,000 | |||||||
Issuance of stock payable | $ 13,333 | |||||||
Shares surrendered | 180,000,000 | |||||||
Preferred shares returned | 1,275,427 | |||||||
Forecast [Member] | Preferred Stock [Member] | ||||||||
Issuance of shares | 37,500 | |||||||
[custom:SharesExchange-0] | 37,500 | |||||||
Forecast [Member] | Service Agreement [Member] | ||||||||
Issuance of shares | 1,275,427 | 351,604 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Assets | $ 13,092,931 | $ 13,092,931 | $ 4,930,147 | ||
Revenues | 3,309,793 | $ 707,908 | 6,424,587 | $ 2,662,145 | |
Total cost of sales | 1,082,719 | 463,986 | 2,202,547 | 1,309,859 | |
Income (Loss) from operations | 1,066,650 | (530,568) | (1,665,830) | (891,634) | |
Affordable Housing Rentals [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 244,830 | 244,830 | 258,813 | ||
Revenues | 30,944 | 31,993 | 97,767 | 110,820 | |
Total cost of sales | 22,281 | 26,279 | 68,269 | 81,763 | |
Income (Loss) from operations | (2,276) | (5,683) | (13,984) | (10,331) | |
Financial Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 4,861,481 | 4,861,481 | 4,369,195 | ||
Revenues | 1,034,422 | 675,915 | 3,432,819 | 2,551,325 | |
Total cost of sales | 454,118 | 437,707 | 1,328,508 | 1,228,096 | |
Income (Loss) from operations | (63,715) | (216,224) | 324,761 | (134,092) | |
Healthcare Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 7,679,720 | 7,679,720 | 0 | ||
Revenues | 2,092,427 | 0 | 2,742,001 | 0 | |
Total cost of sales | 526,839 | 0 | 726,289 | 0 | |
Income (Loss) from operations | 1,382,155 | 0 | 1,786,434 | 0 | |
Real Estate 1 [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 613,738 | 613,738 | 0 | ||
Revenues | 152,000 | 0 | 152,000 | 0 | |
Total cost of sales | 79,481 | 0 | 79,481 | 0 | |
Income (Loss) from operations | 68,934 | 0 | 68,934 | 0 | |
Others [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | (306,838) | (306,838) | $ 302,139 | ||
Subsidiary [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 6,424,587 | 2,662,145 | |||
Total cost of sales | 2,202,547 | 1,309,859 | |||
Income (Loss) from operations | 1,385,098 | (221,907) | 2,166,145 | (144,423) | |
Cardiff Lexington [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (Loss) from operations | $ (318,448) | $ (308,661) | $ (3,831,975) | $ (747,211) |