Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
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 | 3200 Bel Air Drive |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89109 |
City Area Code | (844) |
Local Phone Number | 628-2100 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 350,329 | $ 226,802 |
Accounts receivable-net | 7,446,416 | 6,604,780 |
Prepaid and other current assets | 5,000 | 5,000 |
Total current assets | 7,801,745 | 6,836,582 |
Property and equipment, net | 50,804 | 55,439 |
Land | 540,000 | 540,000 |
Goodwill | 5,666,608 | 5,666,608 |
Right of use - assets | 189,626 | 218,926 |
Due from related party | 4,979 | 4,979 |
Other assets | 30,823 | 30,823 |
Total assets | 14,284,585 | 13,353,357 |
Current liabilities | ||
Accounts payable and accrued expense | 2,070,490 | 2,038,595 |
Accrued expenses - related parties | 3,904,557 | 3,750,557 |
Accrued interest | 461,307 | 350,267 |
Right of use - liability | 140,777 | 142,307 |
Due to director & officer | 123,192 | 123,192 |
Notes payable | 36,596 | 15,809 |
Notes payable - related party | 90,189 | 37,024 |
Convertible notes payable, net of debt discounts of $87,147 and $46,797, respectively | 3,717,936 | 3,515,752 |
Total current liabilities | 10,545,044 | 9,973,503 |
Other liabilities | ||
Notes payable | 144,646 | 139,789 |
Operating lease liability – long term | 55,408 | 84,871 |
Total liabilities | 10,745,097 | 10,198,163 |
Mezzanine equity | ||
Total Mezzanine Equity | 5,171,861 | 4,625,002 |
Stockholders' equity (deficit) | ||
Common Stock - 7,500,000,000 shares authorized, $0.001 par value; 908,479,113 and 789,796,735 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 908,378 | 789,696 |
Additional paid-in capital | (8,482,814) | (8,554,368) |
Accumulated deficit | (71,208,254) | (70,855,453) |
Total stockholders' equity (deficit) | (1,632,373) | (1,469,808) |
Total liabilities, mezzanine equity and stockholders' equity | 14,284,585 | 13,353,357 |
Series N Senior Convertible Preferred Stock [Member] | ||
Mezzanine equity | ||
Preferred Stock Value | 3,578,656 | 3,125,002 |
Series X Senior Convertible Preferred Stock [Member] | ||
Mezzanine equity | ||
Preferred Stock Value | 1,593,205 | 1,500,000 |
Series B Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock Value | 8,525,313 | 8,525,313 |
Series C Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock Value | 488 | 488 |
Series E Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock Value | 603,000 | 603,000 |
Series F 1 Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock Value | 143,008 | 143,008 |
Series I Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock Value | 59,540,000 | 59,540,000 |
Series J Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock Value | 6,854,336 | 6,854,336 |
Series K Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock Value | 8,201 | 8,201 |
Series L Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock Value | 1,277,972 | 1,277,972 |
Series R Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock Value | $ 198,000 | $ 198,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Convertible notes payable, discount | $ 87,147 | $ 46,797 |
Common stock, shares authorized | 7,500,000,000 | 7,500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 908,479,113 | 789,796,735 |
Common stock, shares outstanding | 908,479,113 | 789,796,735 |
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 | 868,058 | 868,058 |
Preferred stock, shares outstanding | 868,058 | 868,058 |
Series X Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, Stated Value | $ 4 | $ 4 |
Preferred stock, shares issued | 375,000 | 375,000 |
Preferred stock, shares outstanding | 375,000 | 375,000 |
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 | 2,131,328 | 2,131,328 |
Preferred stock, shares outstanding | 2,131,328 | 2,131,328 |
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 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 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 I Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, Stated Value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 14,885,000 | 14,885,000 |
Preferred stock, shares outstanding | 14,885,000 | 14,885,000 |
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 | 1,713,584 | 1,713,584 |
Preferred stock, shares outstanding | 1,713,584 | 1,713,584 |
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 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUE | ||
Total revenue | $ 2,860,798 | $ 2,897,150 |
COST OF SALES | ||
Total cost of sales | 983,124 | 1,116,228 |
GROSS PROFIT | 1,877,674 | 1,780,922 |
OPERATING EXPENSES | ||
Depreciation expense | 4,635 | 5,783 |
Selling, general and administrative | 1,159,478 | 1,053,656 |
Total operating expenses | 1,164,113 | 1,059,439 |
INCOME FROM OPERATIONS | 713,561 | 721,483 |
OTHER INCOME (EXPENSE) | ||
Other income | 205 | 0 |
Gain on forgiveness of debt | 390 | 0 |
Penalties and fees | (15,000) | 0 |
Interest expense and finance charge | (695,164) | (2,220,176) |
Conversion cost penalty and reimbursement | (2,000) | 0 |
Amortization of debt discounts | (17,983) | (44,546) |
Total other income (expense) | (729,552) | (2,264,722) |
NET LOSS BEFORE DISCONTINUED OPERATIONS | (15,991) | (1,543,239) |
LOSS FROM DISCONTINUED OPERATIONS | 0 | (19,215) |
NET LOSS FOR THE PERIOD | (15,991) | (1,562,454) |
DEEMED DIVIDENDS ON PREFERRED STOCK | (336,811) | 0 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (352,802) | $ (1,562,454) |
BASIC LOSS PER SHARE | ||
Continuing operations | $ 0 | $ (0.01) |
Discontinued operations | $ 0 | $ 0 |
Financial Service [Member] | ||
REVENUE | ||
Total revenue | $ 154,399 | $ 464,843 |
Healthcare Segment [Member] | ||
REVENUE | ||
Total revenue | 2,706,399 | 2,432,307 |
COST OF SALES | ||
Total cost of sales | 956,295 | 903,782 |
Financial Services [Member] | ||
COST OF SALES | ||
Total cost of sales | $ 26,829 | $ 212,446 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic | 871,989,778 | 166,130,069 |
Weighted Average Number of Shares Outstanding, Diluted | 871,989,778 | 166,130,069 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' 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 C And R [Member] | Treasury Stock, Common [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 59,548,201 | $ 14,383,808 | $ 198,488 | $ (4,967,686) | $ 167,421 | $ (3,479,126) | $ (65,118,744) | $ 732,361 |
Beginning balance, shares at Dec. 31, 2021 | 23,085,563 | 3,595,952 | 287 | (619,345) | 166,130,069 | |||
Ending balance, value at Mar. 31, 2022 | $ 59,548,201 | $ 14,383,808 | $ 198,488 | $ (4,967,686) | $ 167,421 | (3,479,126) | (66,783,944) | (932,839) |
Dividend to preferred stock | 0 | 0 | 0 | 0 | (102,746) | (102,746) | ||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | (1,562,454) | (1,562,454) | ||
Ending balance, shares at Mar. 31, 2022 | 23,085,563 | 3,595,952 | 287 | (619,345) | 166,130,069 | |||
Beginning balance, value at Dec. 31, 2022 | $ 59,548,201 | $ 17,403,628 | $ 198,488 | $ 0 | $ 789,696 | (8,554,368) | (70,855,453) | (1,469,808) |
Beginning balance, shares at Dec. 31, 2022 | 23,085,563 | 4,350,907 | 287 | 0 | 789,796,735 | |||
Ending balance, value at Mar. 31, 2023 | $ 59,548,201 | $ 17,403,628 | $ 198,488 | $ 0 | $ 908,378 | (8,482,813) | (71,208,255) | (1,632,373) |
Conversion of convertible notes payable | $ 0 | 0 | 0 | 0 | $ 118,682 | 71,555 | 0 | 190,237 |
Conversion of convertible notes payable, shares | 118,682,378 | |||||||
Dividend to preferred stock | $ 0 | 0 | 0 | 0 | (336,811) | (336,811) | ||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | $ (15,991) | $ (15,991) | ||
Ending balance, shares at Mar. 31, 2023 | 23,085,563 | 4,350,907 | 287 | 0 | 908,479,113 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (15,991) | $ (1,562,454) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4,635 | 10,814 |
Amortization of loan discount | 17,983 | 44,546 |
Gain on forgiveness of debt | (390) | 0 |
Other noncash items, net | 0 | (66,054) |
Bad debt | 270,000 | 0 |
Fair value settled upon conversion | 123,566 | 0 |
Conversion and note issuance cost | 5,000 | 0 |
(Increase) decrease in: | ||
Accounts receivable | (1,111,636) | 343,840 |
Right of use – assets | 29,300 | 103,119 |
Prepaid expenses and other current assets | 0 | 8,000 |
Increase (decrease) in: | ||
Accounts payable and accrued expense | 241,945 | 569,508 |
Accrued officer’s compensation | 154,000 | 120,000 |
Due from related parties | 0 | 3,988 |
Accrued interest | 123,074 | 110,559 |
Right of use – liabilities | (30,993) | (62,319) |
Net cash used in operating activities | (189,507) | (376,453) |
Net cash provided by discontinued operations - operating activities | 0 | 19,215 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 240,000 | 405,730 |
Repayment of convertible notes payable | 0 | (5,908) |
Payment of SBA loan | (750) | (756) |
Dividend on preferred stock | 0 | (102,746) |
Proceeds from credit line | 37,000 | 0 |
Repayment of credit line | (16,381) | 0 |
Payment of notes payable related party | (835) | (816) |
Proceeds from notes payable related party | 54,000 | 4,803 |
Net cash provided by financing activities | 313,034 | 300,307 |
NET (DECREASE) INCREASE IN CASH | 123,527 | (56,931) |
CASH, BEGINNING OF PERIOD | 226,802 | 595,987 |
CASH, END OF PERIOD | 350,329 | 539,056 |
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 1,503 | 22,709 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued upon conversion of notes payable and accrued interest | 66,673 | 0 |
Debt discount from derivative liabilities | $ 0 | $ 94,321 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations Cardiff Lexington Corporation (“Cardiff”) was originally incorporated on September 3, 1986 in Colorado as Cardiff International Inc. On November 10, 2005, Cardiff merged with Legacy Card Company, LLC and changed its name to Cardiff Lexington Corporation. On August 27, 2014, Cardiff redomiciled and became a corporation under the laws of Florida. On April 13, 2021, Cardiff redomiciled and became a corporation under the laws of Nevada. Cardiff is an acquisition holding company focused on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for stockholders. All of Cardiff’s operations are conducted through, and its income derived from, its various subsidiaries, which includes: · We Three, LLC dba Affordable Housing Initiative (“AHI”), which was acquired on May 15, 2014 and sold on October 31, 2022; · Edge View Properties, Inc. (“Edge View”), which was acquired on July 16, 2014; · Platinum Tax Defenders (“Platinum Tax”), which was acquired on July 31, 2018; and · Nova Ortho and Spine, PLLC (“Nova”), which was acquired on May 31, 2021. Principles of Consolidation The condensed consolidated financial statements include the accounts of Cardiff and its wholly owned subsidiaries AHI, Edge View, Platinum Tax and Nova (collectively, the “Company”). AHI is included in discontinued operations. All significant intercompany accounts and transactions are eliminated in consolidation. Certain prior period amounts may have been reclassified for consistency with the current period presentation. These reclassifications would have no material effect on the reported condensed consolidated financial results. Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“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. 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 $ 270,000 0 7,446,416 6,604,780 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. The Company’s impairment testing of goodwill is performed separately from its impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. During the three months ended March 31, 2023 and 2022, the Company did no 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, the Company adopted ASC 606, Revenue from contracts with customers (“Topic 606”) 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. The Company’s healthcare subsidiary does not have contract liabilities or deferred revenue as there are no amounts prepaid for services. Healthcare Income Established billing rates are not the same as actual amounts recovered for the Company’s healthcare subsidiary. They generally do not reflect what the Company is ultimately paid and therefore are not reported in the condensed consolidated 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. The Company’s healthcare revenues are generated from professional medical billings including facility and anesthesia services. With respect to facility and anesthesia services, the Company is the primary obligor as the facility and anesthesia services are considered part of one integrated performance obligation. Historically the Company receives 49.9% of collections from total gross billed. Accordingly, the Company recognized net healthcare service revenue as 49.9% of gross billed amounts. Historical collection rates are estimated using the most current prior 12-month historical payment and collection percentages. The Company’s healthcare subsidiary has contractual medical receivable sales and purchase agreements with third party factors which result in approximately 51% to 56% reduction from the accounts receivables amounts when a receivable is sold to the factors. The Company evaluated the factored adjustments considering the actual factored amounts per patient quarterly, and the reductions from accounts receivable that are factored were recorded in finance charges as other expenses on the consolidated statement of operations. 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. The Company’s 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. 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 stockholders’ equity. The Company recognized advertising and marketing expense of $ 38,353 127,785 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 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. Distinguishing Liabilities from Equity The Company accounts for its series N senior convertible preferred stock and series X senior convertible preferred stock subject to possible redemption in accordance with ASC 480, “ Distinguishing Liabilities from Equity 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 ASC. Pursuant to paragraph 718-10-30-6 of the FASB ASC, 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 FASB ASU No 2018-07 prescribes 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. As of March 31, 2023 and December 31, 2022, the Company did not have any interest and penalties associated with tax positions and did no Loss per Share FASB ASC Subtopic 260, Earnings Per Share Going Concern The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2023, the Company has an accumulated working capital deficit of approximately $ 2.7 million 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 Changes to accounting principles are established by the FASB in the form of Accounting Standards Update (“ASU”) to the FASB's Codification. The Company considers the applicability and impact of all ASU's on its financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments Financial Instruments -- Credit Losses (Topic 326), Derivatives and hedging (Topic 815) and Leases (Topic 842) 270,000 Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Subsequent to the initial issuance of the Company's 2021 financial statements on March 31, 2022, management reconsidered the methodology previously applied in its valuation of goodwill and redeemable preferred stocks. The Company agreed to issue 818,750 additional shares of series J Preferred Stock with an aggregate stated value equal to $3,275,000 if, as of May 31, 2022, Nova’s trailing twelve months minimum pre-tax net income exceeded $1,979,320 (the “Milestone”). The Company finalized its purchase price accounting and allocation in 2022 and recorded purchase consideration of $6,100,000 associated with the cash consideration, the fair value of the series J preferred stock and the fair value of the contingent consideration. The impact of the correction is reflected in $3,275,000 increase to goodwill and contingent consideration liability on the consolidated balance sheet. In December 2022, the Company identified an error in its classification for its series N senior convertible preferred stock for the acquisition of NOVA as presented in its audited balance sheet as of December 31, 2021. Pursuant to ASC 250, “Accounting changes and error corrections” issued by FASB and SAB 99 “Materiality” issued by SEC, the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in $3,125,002 increase to the mezzanine equity and offsetting decrease to the Series N Preferred Stock in subject to possible redemption mezzanine equity line item. The Company and We3 managers entered into a resignation, release and buyback agreement and addendum, effective October 31, 2022. The Company presented in prior periods operating loss as loss from discontinued operations in the amount of $2,593 on the consolidated statement of operations for the three months ended March 31, 2022. The Company identified that NOVA’s accounts receivable as presented in its balance sheet as of December 31, 2021, was understated due to an error in the collection utilized to estimate NOVA’s accounts receivable. The impact of this correction on the accounting estimates is reflected in $1,076,000 decrease to accounts receivable as of March 31, 2022 and $1,076,000 increase in finance charges for the three months ended March 31, 2022. The following table summarizes the impacts of the error corrections on the Company's financial statements for each of the periods presented below: i. Balance sheet Schedule of restated financial information Impact of correction of error March 31, 2022 (Unaudited) As previously reported Adjustments As restated Total assets $ 11,704,750 $ 3,275,000 $ 14,979,750 Total liabilities 9,512,586 3,275,000 12,787,586 Mezzanine equity – 3,125,002 3,125,002 Total shareholders' equity $ 2,192,163 $ (3,125,002 ) $ (932,839 ) ii. Statement of operations Impact of correction of error Three months ended March 31, 2022 (Unaudited) As previously reported Adjustments As restated Revenue $ 2,940,994 $ (43,844 ) $ 2,897,150 Cost of sales 1,135,702 (19,474 ) 1,116,228 Gross margin 1,805,292 (24,370 ) 1,780,922 Operating expense 1,081,928 (22,489 ) 1,059,439 Income from operations $ 723,364 $ (1,881 ) $ 721,483 Other income (expense), net (1,193,196 ) (1,071,526 ) (2,264,722 ) Net loss before discontinued operations (469,832 ) (1,073,407 ) (1,543,239 ) Loss from discontinued operations (16,622 ) (2,593 ) (19,215 ) Net loss $ (486,454 ) $ (1,076,000 ) $ (1,562,454 ) Basic Loss per Share Continued Operations (0.01 ) (0.01 ) Discontinued Operations 0.01 – Weighted Average Shares Outstanding - Basic Earnings Loss per Share Continued Operations 166,130,069 128,021,527 Discontinued Operations 166,130,069 128,021,527 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Schedule of account payable and accrued expenses March 31, 2023 December 31, 2022 Accounts payable $ 492,391 $ 342,330 Accrued credit cards 10,325 45,722 Accrued expense – previously factored liability 954,366 776,414 Accrued income taxes, and other taxes 6,732 6,732 Accrued professional fees 479,609 573,040 Accrued advertising 69,656 69,656 Accrued payroll 57,411 14,292 Accrue expense - other – 363 Accrued expense - dividend payable – 210,046 Total $ 2,070,490 $ 2,038,595 The Company is delinquent paying certain income and property taxes. As of March 31, 2023 and December 31, 2022, the balance for these taxes, penalties and interest is $ 6,732 |
PLANT AND EQUIPMENT, NET
PLANT AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PLANT AND EQUIPMENT, NET | 4. PLANT AND EQUIPMENT, NET Property and equipment as of March 31, 2023 and December 31, 2022 is as follows: Schedule of Property and Equipment March 31, 2023 December 31, 2022 Medical equipment $ 96,532 $ 96,532 Computer Equipment 9,189 9,189 Furniture, fixtures and equipment 30,841 35,974 Leasehold Improvement 15,950 15,950 Total 152,512 157,645 Less: accumulated depreciation (101,708 ) (102,206 ) Property and equipment, net $ 50,804 $ 55,439 For the three months ended March 31, 2023 and 2022, depreciation expense was $ 4,635 10,814 |
LAND
LAND | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
LAND | 5. LAND As of March 31, 2023 and December 31, 2022, the Company had 27 acres of land valued at approximately $ 540,000 |
LINE OF CREDIT
LINE OF CREDIT | 3 Months Ended |
Mar. 31, 2023 | |
Line Of Credit | |
LINE OF CREDIT | 6. LINE OF CREDIT At March 31, 2023 and December 31, 2022, the Company had a revolving line of credit with a financial institution for $ 92,500 11.20 10.95 20,619 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 7. RELATED PARTY TRANSACTIONS From time to time, the previous owner who is currently the manager of Platinum Tax loaned funds to Platinum Tax to cover short term operating needs. Amounts owed as of March 31, 2023 and December 31, 2022 were $ 90,189 37,025 In connection with the acquisition of Edge View on July 16, 2014, the Company assumed amounts due to previous owners who are current managers Edge View. These amounts are due on demand and do not bear interest. The balance of these amounts are $ 4,979 The Company obtained short-term advances from the Chairman of the Board that are non-interest bearing and due on demand. As of March 31, 2023 and December 31, 2022, the Company owed the Chairman $ 123,192 See also Note 14 for compensation paid to employees of the Company. |
NOTES AND LOANS PAYABLE
NOTES AND LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES AND LOANS PAYABLE | 8. NOTES AND LOANS PAYABLE Notes payable at March 31, 2023 and December 31, 2022, respectively, are summarized as follows: Schedule of notes payable March 31, 2023 December 31, 2022 Notes and loans payable $ 181,242 $ 155,598 Less current portion (36,596 ) (15,809 ) Long-term portion $ 144,646 $ 139,789 Long-term debt matures as follows: Schedule of Maturities of Long-term Debt Amount 2024 $ 36,596 2025 4,988 2026 4,988 2027 4,988 2028 4,988 Thereafter 124,694 Total $ 181,242 Loans and Notes Payable – Unrelated Party On March 12, 2009, the Company issued a debenture in the principal amount of $20,000. The debenture bears interest at 12% per annum and matured on September 12, 2009. The balance of the debenture was $ 10,989 6,554 6,229 Small Business Administration (“SBA”) Loans On June 2, 2020, the Company obtained an SBA loan in the principal amount of $ 150,000 3.75 June 2, 2050 5,723 149,633 0 144,609 5,723 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 9. CONVERTIBLE NOTES PAYABLE As of March 31, 2023 and December 31, 2022, the Company had convertible debt outstanding net of amortized debt discount of $ 3,717,936 3,515,752 240,000 550,967 5,908 89,147 46,798 17,983 44,546 58,800 5,873 2,000 118,682,378 123,566 On September 22, 2022, the Company entered into a security exchange and purchase agreement with its largest lender to consolidate all promissory notes held by it and related accrued interest in exchange for (1) one consolidated senior secured convertible promissory note in the amount of $ 2,600,000 375,000 1,500,000 4.00 4,791,099 3,840,448 950,651 1,397,271 Convertible notes as of March 31, 2023 and December 31, 2022 are summarized as follows: Schedule of convertible notes summary March 31, 2023 December 31, Convertible notes payable $ 3,807,083 $ 3,562,550 Discounts on convertible notes payable (89,147 ) (46,798 ) Total convertible debt less debt discount 3,717,936 3,515,752 Current portion 3,717,936 3,515,752 Long-term portion $ – $ – The following is a schedule of convertible notes payable as of and for the three months ended March 31, 2023. Schedule of convertible notes details Note # Issuance Maturity Principal Balance 12/31/22 New Loan Principal Conversions Shares Issued Upon Conversion Principal Balance 3/31/23 Accrued Interest on Convertible Debt at 12/31/22 Interest Expense On Convertible Debt For the Period Ended 3/31/23 Accrued Interest on Convertible Debt at 3/31/23 Unamortized Debt Discount At 3/31/23 7-1 10/28/2016 10/28/2017 10,000 $ – $ (10,000 ) 23,405,455 $ – $ 2,263 $ – $ – $ – 9 9/12/2016 9/12/2017 50,080 – – – 50,080 14,157 2,470 16,627 – 10 1/24/2017 1/24/2018 55,000 – – – 55,000 69,876 2,712 72,588 – 10-1 2/10/2023 2/10/2024 – 50,000 – – 50,000 – 1,007 1,007 – 10-2 3/30/2023 3/30/2024 – 25,000 – – 25,000 – 10 10 – 29-2 11/8/2019 11/8/2020 36,604 – – – 36,604 20,160 2,166 22,326 – 31 8/28/2019 8/28/2020 – – – – – 8,385 – 8,385 – 37-1 9/3/2020 6/30/2021 113,667 – – – 113,667 28,756 5,045 38,801 – 37-2 11/2/2020 8/31/2021 113,167 – – – 113,167 27,510 5,023 37,533 – 37-3 12/29/2020 9/30/2021 113,166 – – – 113,166 26,474 5,023 36,497 – 38 2/9/2021 2/9/2022 96,000 – (48,800 ) 85,276,923 47,200 27,939 3,321 31,260 – 39 4/26/2021 4/26/2022 168,866 – – – 168,866 39,684 9,160 48,844 – 40-1 9/22/2022 9/22/23 2,600,000 – – 10,000,000 2,600,000 71,233 64,110 131,343 – 40-2 11/4/2022 11/4/2023 68,666 – – – 68,666 1,072 1,693 2,765 10,253 40-3 11/28/2022 11/28/2023 68,667 – – – 68,667 620 1,693 2,313 11,382 40-4 12/21/2022 12/21/2023 68,667 – – – 68,667 187 1,693 1,880 12,464 40-5 1/24/2023 1/24/2024 – 90,166 – – 90,166 – 1,630 1,630 19,387 40-6 3/21/2023 3/21/2024 – 138,167 – – 138,167 – 379 379 35,661 $ 3,562,550 $ 303,333 $ (58,800 ) 118,682,378 $ 3,807,083 $ 338,316 $ 107,135 $ 454,188 $ 89,147 Note 7-1 On October 28, 2016, the Company issued a convertible promissory note in the principal amount of $50,000, which matured on October 28, 2017. Note 7-1 is currently in default and accrues interest at a default interest rate of 20% per annum. Note 9 On September 12, 2016, the Company issued a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on September 12, 2017. Note 9 is currently in default and accrues interest at a default interest rate of 20% per annum. Notes 10, 10-1 and 10-2 On January 24, 2017, the Company issued a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on January 24, 2018. Note 10 is currently in default and accrues interest at a default interest rate of 20% per annum. On February 10, 2023, the Company executed a second tranche under this note in the principal amount of $50,000 (Note 10-1). On March 30, 2023, the Company executed a third tranche under this note in the principal amount of $25,000 (Note 10-2). Notes 10-1 and 10-2 accrue interest at a rate of 15% per annum. Notes 29, 29-1 and 29-2 On May 10, 2019, the Company issued a convertible promissory note in the principal amount of $150,000. On November 8, 2019, this note (Note 29) was purchased by and assigned to an unrelated party. The amount assigned was the existing principal amount of $150,000 and accrued interest of $5,918 which was issued as Note 29-1, plus a new convertible promissory note in the principal amount of $62,367 which was issued as Note 29-2. Note 29-2 is currently in default and accrues interest at a default interest rate of 24% per annum. Note 31 On August 28, 2019, the Company issued a convertible promissory note in the principal amount of $120,000, which matured on August 28, 2020. Note 31 is currently in default and accrues interest at a default interest rate of 24% per annum. Notes 37-1, 37-2 and 37-3 On September 3, 2020, the Company issued a convertible promissory note in the principal amount of $200,000, with an original issue discount of $50,000, which could be drawn in several tranches. On September 3, 2020, the Company executed the first tranche in the principal amount of $67,000, less an original issue discount of $17,000, which matured on June 30, 2021 (Note 37-1). On November 2, 2020, the Company executed the second tranche in the principal amount of $66,500, less an original issue discount of $16,500, which matured on August 31, 2021 (Note 37-2). On December 29, 2020, the Company executed the third tranche in the principal amount of $66,500, less an original issue discount of $16,500, which matured on September 30, 2021 (Note 37-3). Notes 37-1, 37-2 and 27-3 are currently in default and accrue interest at a default interest rate of 18% per annum. Note 38 On February 9, 2021, the Company issued a convertible promissory note in the principal amount $103,500, which matured on February 9, 2022. Note 38 is currently in default and accrues interest at a default interest rate of 22% per annum. Note 39 On April 26, 2021, the Company issued a convertible promissory note in the principal amount $153,500, which matured on May 10, 2022. Note 39 is currently in default and accrues interest at a default interest rate of 22% per annum. Notes 40-1, 40-2, 40-3, 40-4, 40-5 and 40-6 On September 22, 2022, the Company issued a convertible promissory note in the principal amount of $2,600,000 in exchange for total of $4,791,099 of defaulted promissory notes balances (Note 40-1). On November 4, 2022, the Company executed a second tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-2). On November 28, 2022, the Company executed the third tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-3). On November 28, 2022, the Company executed a fourth tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-4). On January 24, 2023, the Company executed a fifth tranche under this note in the principal amount of $88,6676, less an original issue discount and fee of $25,166 (Note 40-5). On March 21, 2023, the Company executed a sixth tranche under this note in the principal amount of $136,666, less an original issue discount and fee of $39,166 (Note 40-6). All of the Note 40 tranches mature in one year from the note issuance date and accrue interest at a rate of 10% per annum. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | 10. CAPITAL STOCK Preferred Stock The Company has designated multiple series of preferred stock, including 4 3,000,000 500 800,000 1,000,000 800,000 800,000 500,000,000 10,000,000 10,937,500 100,000,000 3,000,000 5,000 5,000,000 The following is a description of the rights and preferences of each series of preferred stock. Redeemable Preferred Stock The Company recognized the series N senior convertible preferred stock and series X senior convertible preferred stock as mezzanine equity since the redeemable preferred stock may be redeemed at the option of the holder, but is not mandatorily redeemable. Series N Senior Convertible Preferred Stock Ranking. Dividend Rights. 453,654 Liquidation Rights. Voting Rights Conversion Rights Redemption Rights ny holder may require the Company to the Company raises at least $5,000,000 or the common stock is trading on the Nasdaq Stock Market or the New York Stock Exchange. Series X Senior Convertible Preferred Stock Ranking. Dividend Rights. 93,205 Liquidation Rights. Voting Rights Conversion Rights Redemption Rights ny holder may require the Company to redeem its shares Non-redeemable Preferred Stock Series A Preferred Stock Each share of series A preferred stock is entitled to a number of votes and converts to a number of shares equal to the sum of all shares of common stock and series B preferred stock issued and outstanding, divided by the number shares of series A preferred stock held. Holders of series A preferred stock do not have any dividend, liquidation or redemption rights. Series B Preferred Stock Each share of series B preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series B preferred stock is convertible into two (2) shares of common stock (subject to adjustment for forward stock splits but not reverse stock splits). Holders of series B preferred stock do not have any dividend, liquidation or redemption rights. Series C Preferred Stock Each share of series C preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series C preferred stock is convertible into 100,000 50,000 Series D Preferred Stock Each share of series D preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series D preferred stock is convertible into two (2) shares of common stock. Holders of series D preferred stock do not have any dividend, liquidation or redemption rights. Series E Preferred Stock Each share of series E preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series E preferred stock is convertible into two (2) shares of common stock. Holders of series E preferred stock do not have any dividend, liquidation or redemption rights. Series F Preferred Stock Each share of series F preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series F preferred stock is convertible into two (2) shares of common stock. Holders of series F preferred stock do not have any dividend, liquidation or redemption rights. Series F-1 Preferred Stock Each share of series F-1 preferred stock is convertible into two (2) shares of common stock. Holders of series F-1 preferred stock do not have any voting, dividend, liquidation or redemption rights. Series I Preferred Stock Each share of series I preferred stock is entitled to five (5) votes on all matters submitted to a vote of stockholders. Each share of series I preferred stock is convertible into two (2) shares of common stock. Holders of series I preferred stock do not have any dividend, liquidation or redemption rights. Series J Preferred Stock Each share of series J preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series J preferred stock is convertible into two (2) shares of common stock. Holders of series J preferred stock do not have any dividend, liquidation or redemption rights. Series K Preferred Stock Each share of series K preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series K preferred stock is convertible into 1.25 shares of common stock. Holders of series K preferred stock do not have any dividend, liquidation or redemption rights. Series L Preferred Stock Each share of series L preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series L preferred stock is convertible into two (2) shares of common stock. Holders of series L preferred stock do not have any dividend, liquidation or redemption rights. Series R Preferred Stock Each share of series R preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series B preferred stock is convertible into one (1) shares of common stock (subject to adjustment for forward stock splits but not reverse stock splits). Holders of series R preferred stock do not have any dividend, liquidation or redemption rights. Preferred Stock Transactions The Company had no preferred stock transactions during the three months ended March 31, 2023 and 2022. Common Stock During the three months ended March 31, 2023, the Company issued 118,682,378 The Company did not issue any shares of common stock during the three months ended March 31, 2022. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
WARRANTS | 11. WARRANTS The table below sets forth warrant activity for the three months ended March 31, 2023 and 2022: Schedule of warrant activity Number of Weighted Balance at January 1, 2023 235,557,856 $ 0.015 Granted – – Exercised – – Expired – – Balance at March 31, 2023 235,557,856 0.015 Warrants Exercisable at March 31, 2023 235,557,856 $ 0.015 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 12. DISCONTINUED OPERATIONS The Company and the managers of AHI entered into a resignation, release and buyback agreement and addendum, effective October 31, 2022, pursuant to which the managers purchased AHI in exchange for returning 175,045 217,769 The Company had no net liabilities of discontinued operations at March 31, 2023 and December 31, 2022. The Company had $0 and $19,215 of loss from discontinued operations for the three months ended March 31, 2023 and 2022, respectively. Schedule of discontinued operations Three Months Ended March 31, 2023 2022 Gain (Loss) from discontinued operations Revenue $ – $ 43,844 Cost of sales – (19,474 ) Selling, general and administrative expenses – (1,881 ) Interest expense of Red Rock Investor Note – (16,622 ) Loss on divestiture of AHI subsidiary – (2,593 ) Gain no change in estimate – (4,474 ) Loss from discontinued operations $ – $ (19,215 ) |
GOODWILL AND IDENTIFIABLE INTAN
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill And Identifiable Intangible Assets Net | |
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET | 13. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET The following table shows the Company’s goodwill balances by reportable segment. The Company reviews goodwill for impairment on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. During the three months ended March 31, 2023 and 2022, the Company had no The following table shows goodwill balances by reportable segment: Schedule of goodwill balances Healthcare Total Carrying value at December 31, 2022 $ 5,666,608 $ 5,666,608 Accumulated impairment – – Carrying value at March 31, 2023 $ 5,666,608 $ 5,666,608 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. 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 $ 77,852 134,000 The Company has operating leases with future commitments as follows: Schedule of property leases March 31, Amount 2024 $ 140,777 2025 55,408 Total $ 196,185 Employees The Company agreed to pay $360,000 per year and $200,000 of targeted annual incentives 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 total outstanding accrued compensation as of March 31, 2023 and December 31, 2022 were $ 1,935,500 1,870,500 The Company agreed to pay $360,000 per year and $200,000 of targeted annual incentives 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 total outstanding accrued compensation as of December 31, 2022 and December 31, 2021 were $ 1,952,000 1,863,000 The Company agreed to pay $ 156,000 17,057 The Company entered into a Management Agreement effective May 31, 2021 for compensation to the principals of Nova in the form of an annual base salaries of $ 372,000 450,000 372,000 Schedule of annual objectives of financial performance Year Minimum Annual Nova EBITDA Cash Annual Bonus Series J Preferred Stock 2022 $ 2 $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 $420,000 210,000 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | 15. LEGAL PROCEEDINGS From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. Management is not currently aware of any such legal proceedings or claims that it believes will have a material adverse effect on the Company’s business, financial condition, or operating results. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES Due to operating losses, there is no provision for current federal or state income taxes for the three months ended March 31, 2023 and 2022. 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. At March 31, 2023 and December 31, 2022, the Company had federal and state net operating loss carry forwards of approximately $ 22,429,214 |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 17. SEGMENT REPORTING The Company has four reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information (1) Tax Resolution Services (Platinum Tax) (2) Real Estate (Edge View) (3) Healthcare (Nova) These segments are a result of differences in the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting, human resources, legal and credit and collections, are partially allocated to the three operating segments. Other revenue consists of nonrecurring items. The Affordable Housing segment leases and sells mobile homes as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, large monthly mortgage payments and high property taxes and insurance which is a common trait of brick-and-mortar homes. Additionally, if bad credit is an issue preventing potential homeowners from purchasing a traditional house, the Company will provide a "lease to own" option so people secure their family home. The Tax Resolution Services segment provides tax resolution services to individuals and companies that have federal and state tax liabilities. The Company collects fees based on efforts to negotiate and assist in the settlement of outstanding tax debts. The Real Estate segment consists of Edge View, a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond. The Healthcare segment provides 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. Schedule of segment reporting March 31, 2023 December 31, 2022 Assets: Financial Services $ 8,673 $ 8,577 Healthcare 13,595,507 12,692,531 Real Estate 592,461 592,557 Others 87,944 59,692 Consolidated assets $ 14,284,585 $ 13,353,357 Three Months Ended March 31, 2023 2022 Revenues: Financial Services $ 154,399 $ 464,843 Healthcare 2,706,399 2,432,307 Consolidated revenues $ 2,860,798 $ 2,897,150 Cost of Sales: Financial Services $ 26,829 $ 212,446 Healthcare 956,295 903,782 Consolidated cost of sales $ 983,124 $ 1,116,228 Loss from operations from subsidiaries Financial Services $ (43,987 ) $ (101,481 ) Healthcare 1,278,239 1,303,348 Real Estate (97 ) (825 ) Income from operations from subsidiaries $ 1,234,155 $ 1,201,042 Loss from operations from Cardiff Lexington $ (520,594 ) $ (479,559 ) Total income from operations $ 713,562 $ 721,483 Loss before taxes Financial Services $ (45,490 ) $ (101,773 ) Healthcare 817,098 (797,140 ) Real Estate (97 ) (825 ) Corporate, administration and other non-operating expenses (787,502 ) (662,716 ) Consolidated loss before taxes $ (15,991 ) $ (1,562,454 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS The Company has evaluated its operations subsequent to March 31, 2023 to the date these condensed consolidated financial statements were issued and determined there was subsequent events or transactions the required recognition or disclosure in these consolidated financial statements. On May 25, 2023, the Company issued 3,150 shares of Series B Preferred Stock to Zia Choe, Interim Chief Financial Officer. These shares were fully vested upon grant. On June 5, 2023, the Company executed a seventh tranche under Convertible Note 40 in the principal amount of $136,667, less original issue discount and fee of $39,167. On June 22, 2023, 8,200,562 shares of series K preferred stock were cancelled in connection with terminated acquisition of Red Rock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Cardiff Lexington Corporation (“Cardiff”) was originally incorporated on September 3, 1986 in Colorado as Cardiff International Inc. On November 10, 2005, Cardiff merged with Legacy Card Company, LLC and changed its name to Cardiff Lexington Corporation. On August 27, 2014, Cardiff redomiciled and became a corporation under the laws of Florida. On April 13, 2021, Cardiff redomiciled and became a corporation under the laws of Nevada. Cardiff is an acquisition holding company focused on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for stockholders. All of Cardiff’s operations are conducted through, and its income derived from, its various subsidiaries, which includes: · We Three, LLC dba Affordable Housing Initiative (“AHI”), which was acquired on May 15, 2014 and sold on October 31, 2022; · Edge View Properties, Inc. (“Edge View”), which was acquired on July 16, 2014; · Platinum Tax Defenders (“Platinum Tax”), which was acquired on July 31, 2018; and · Nova Ortho and Spine, PLLC (“Nova”), which was acquired on May 31, 2021. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Cardiff and its wholly owned subsidiaries AHI, Edge View, Platinum Tax and Nova (collectively, the “Company”). AHI is included in discontinued operations. All significant intercompany accounts and transactions are eliminated in consolidation. Certain prior period amounts may have been reclassified for consistency with the current period presentation. These reclassifications would have no material effect on the reported condensed consolidated financial results. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“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. |
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 $ 270,000 0 7,446,416 6,604,780 |
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. The Company’s impairment testing of goodwill is performed separately from its impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. During the three months ended March 31, 2023 and 2022, the Company did no |
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, the Company adopted ASC 606, Revenue from contracts with customers (“Topic 606”) 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. The Company’s healthcare subsidiary does not have contract liabilities or deferred revenue as there are no amounts prepaid for services. |
Healthcare Income | Healthcare Income Established billing rates are not the same as actual amounts recovered for the Company’s healthcare subsidiary. They generally do not reflect what the Company is ultimately paid and therefore are not reported in the condensed consolidated 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. The Company’s healthcare revenues are generated from professional medical billings including facility and anesthesia services. With respect to facility and anesthesia services, the Company is the primary obligor as the facility and anesthesia services are considered part of one integrated performance obligation. Historically the Company receives 49.9% of collections from total gross billed. Accordingly, the Company recognized net healthcare service revenue as 49.9% of gross billed amounts. Historical collection rates are estimated using the most current prior 12-month historical payment and collection percentages. The Company’s healthcare subsidiary has contractual medical receivable sales and purchase agreements with third party factors which result in approximately 51% to 56% reduction from the accounts receivables amounts when a receivable is sold to the factors. The Company evaluated the factored adjustments considering the actual factored amounts per patient quarterly, and the reductions from accounts receivable that are factored were recorded in finance charges as other expenses on the consolidated statement of operations. 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. The Company’s 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. |
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 stockholders’ equity. The Company recognized advertising and marketing expense of $ 38,353 127,785 |
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 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. |
Distinguishing Liabilities from Equity | Distinguishing Liabilities from Equity The Company accounts for its series N senior convertible preferred stock and series X senior convertible preferred stock subject to possible redemption in accordance with ASC 480, “ Distinguishing Liabilities from Equity |
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 ASC. Pursuant to paragraph 718-10-30-6 of the FASB ASC, 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 FASB ASU No 2018-07 prescribes 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. As of March 31, 2023 and December 31, 2022, the Company did not have any interest and penalties associated with tax positions and did no |
Loss per Share | Loss per Share FASB ASC Subtopic 260, Earnings Per Share |
Going Concern | Going Concern The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2023, the Company has an accumulated working capital deficit of approximately $ 2.7 million 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 Changes to accounting principles are established by the FASB in the form of Accounting Standards Update (“ASU”) to the FASB's Codification. The Company considers the applicability and impact of all ASU's on its financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments Financial Instruments -- Credit Losses (Topic 326), Derivatives and hedging (Topic 815) and Leases (Topic 842) 270,000 Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of restated financial information | Schedule of restated financial information Impact of correction of error March 31, 2022 (Unaudited) As previously reported Adjustments As restated Total assets $ 11,704,750 $ 3,275,000 $ 14,979,750 Total liabilities 9,512,586 3,275,000 12,787,586 Mezzanine equity – 3,125,002 3,125,002 Total shareholders' equity $ 2,192,163 $ (3,125,002 ) $ (932,839 ) ii. Statement of operations Impact of correction of error Three months ended March 31, 2022 (Unaudited) As previously reported Adjustments As restated Revenue $ 2,940,994 $ (43,844 ) $ 2,897,150 Cost of sales 1,135,702 (19,474 ) 1,116,228 Gross margin 1,805,292 (24,370 ) 1,780,922 Operating expense 1,081,928 (22,489 ) 1,059,439 Income from operations $ 723,364 $ (1,881 ) $ 721,483 Other income (expense), net (1,193,196 ) (1,071,526 ) (2,264,722 ) Net loss before discontinued operations (469,832 ) (1,073,407 ) (1,543,239 ) Loss from discontinued operations (16,622 ) (2,593 ) (19,215 ) Net loss $ (486,454 ) $ (1,076,000 ) $ (1,562,454 ) Basic Loss per Share Continued Operations (0.01 ) (0.01 ) Discontinued Operations 0.01 – Weighted Average Shares Outstanding - Basic Earnings Loss per Share Continued Operations 166,130,069 128,021,527 Discontinued Operations 166,130,069 128,021,527 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of account payable and accrued expenses | Schedule of account payable and accrued expenses March 31, 2023 December 31, 2022 Accounts payable $ 492,391 $ 342,330 Accrued credit cards 10,325 45,722 Accrued expense – previously factored liability 954,366 776,414 Accrued income taxes, and other taxes 6,732 6,732 Accrued professional fees 479,609 573,040 Accrued advertising 69,656 69,656 Accrued payroll 57,411 14,292 Accrue expense - other – 363 Accrued expense - dividend payable – 210,046 Total $ 2,070,490 $ 2,038,595 |
PLANT AND EQUIPMENT, NET (Table
PLANT AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment March 31, 2023 December 31, 2022 Medical equipment $ 96,532 $ 96,532 Computer Equipment 9,189 9,189 Furniture, fixtures and equipment 30,841 35,974 Leasehold Improvement 15,950 15,950 Total 152,512 157,645 Less: accumulated depreciation (101,708 ) (102,206 ) Property and equipment, net $ 50,804 $ 55,439 |
NOTES AND LOANS PAYABLE (Tables
NOTES AND LOANS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable March 31, 2023 December 31, 2022 Notes and loans payable $ 181,242 $ 155,598 Less current portion (36,596 ) (15,809 ) Long-term portion $ 144,646 $ 139,789 |
Schedule of Maturities of Long-term Debt | Schedule of Maturities of Long-term Debt Amount 2024 $ 36,596 2025 4,988 2026 4,988 2027 4,988 2028 4,988 Thereafter 124,694 Total $ 181,242 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes summary | Schedule of convertible notes summary March 31, 2023 December 31, Convertible notes payable $ 3,807,083 $ 3,562,550 Discounts on convertible notes payable (89,147 ) (46,798 ) Total convertible debt less debt discount 3,717,936 3,515,752 Current portion 3,717,936 3,515,752 Long-term portion $ – $ – |
Schedule of convertible notes details | Schedule of convertible notes details Note # Issuance Maturity Principal Balance 12/31/22 New Loan Principal Conversions Shares Issued Upon Conversion Principal Balance 3/31/23 Accrued Interest on Convertible Debt at 12/31/22 Interest Expense On Convertible Debt For the Period Ended 3/31/23 Accrued Interest on Convertible Debt at 3/31/23 Unamortized Debt Discount At 3/31/23 7-1 10/28/2016 10/28/2017 10,000 $ – $ (10,000 ) 23,405,455 $ – $ 2,263 $ – $ – $ – 9 9/12/2016 9/12/2017 50,080 – – – 50,080 14,157 2,470 16,627 – 10 1/24/2017 1/24/2018 55,000 – – – 55,000 69,876 2,712 72,588 – 10-1 2/10/2023 2/10/2024 – 50,000 – – 50,000 – 1,007 1,007 – 10-2 3/30/2023 3/30/2024 – 25,000 – – 25,000 – 10 10 – 29-2 11/8/2019 11/8/2020 36,604 – – – 36,604 20,160 2,166 22,326 – 31 8/28/2019 8/28/2020 – – – – – 8,385 – 8,385 – 37-1 9/3/2020 6/30/2021 113,667 – – – 113,667 28,756 5,045 38,801 – 37-2 11/2/2020 8/31/2021 113,167 – – – 113,167 27,510 5,023 37,533 – 37-3 12/29/2020 9/30/2021 113,166 – – – 113,166 26,474 5,023 36,497 – 38 2/9/2021 2/9/2022 96,000 – (48,800 ) 85,276,923 47,200 27,939 3,321 31,260 – 39 4/26/2021 4/26/2022 168,866 – – – 168,866 39,684 9,160 48,844 – 40-1 9/22/2022 9/22/23 2,600,000 – – 10,000,000 2,600,000 71,233 64,110 131,343 – 40-2 11/4/2022 11/4/2023 68,666 – – – 68,666 1,072 1,693 2,765 10,253 40-3 11/28/2022 11/28/2023 68,667 – – – 68,667 620 1,693 2,313 11,382 40-4 12/21/2022 12/21/2023 68,667 – – – 68,667 187 1,693 1,880 12,464 40-5 1/24/2023 1/24/2024 – 90,166 – – 90,166 – 1,630 1,630 19,387 40-6 3/21/2023 3/21/2024 – 138,167 – – 138,167 – 379 379 35,661 $ 3,562,550 $ 303,333 $ (58,800 ) 118,682,378 $ 3,807,083 $ 338,316 $ 107,135 $ 454,188 $ 89,147 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Schedule of warrant activity | Schedule of warrant activity Number of Weighted Balance at January 1, 2023 235,557,856 $ 0.015 Granted – – Exercised – – Expired – – Balance at March 31, 2023 235,557,856 0.015 Warrants Exercisable at March 31, 2023 235,557,856 $ 0.015 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Schedule of discontinued operations Three Months Ended March 31, 2023 2022 Gain (Loss) from discontinued operations Revenue $ – $ 43,844 Cost of sales – (19,474 ) Selling, general and administrative expenses – (1,881 ) Interest expense of Red Rock Investor Note – (16,622 ) Loss on divestiture of AHI subsidiary – (2,593 ) Gain no change in estimate – (4,474 ) Loss from discontinued operations $ – $ (19,215 ) |
GOODWILL AND IDENTIFIABLE INT_2
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill And Identifiable Intangible Assets Net | |
Schedule of goodwill balances | Schedule of goodwill balances Healthcare Total Carrying value at December 31, 2022 $ 5,666,608 $ 5,666,608 Accumulated impairment – – Carrying value at March 31, 2023 $ 5,666,608 $ 5,666,608 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of property leases | Schedule of property leases March 31, Amount 2024 $ 140,777 2025 55,408 Total $ 196,185 |
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 2022 $ 2 $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 $420,000 210,000 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Schedule of segment reporting March 31, 2023 December 31, 2022 Assets: Financial Services $ 8,673 $ 8,577 Healthcare 13,595,507 12,692,531 Real Estate 592,461 592,557 Others 87,944 59,692 Consolidated assets $ 14,284,585 $ 13,353,357 Three Months Ended March 31, 2023 2022 Revenues: Financial Services $ 154,399 $ 464,843 Healthcare 2,706,399 2,432,307 Consolidated revenues $ 2,860,798 $ 2,897,150 Cost of Sales: Financial Services $ 26,829 $ 212,446 Healthcare 956,295 903,782 Consolidated cost of sales $ 983,124 $ 1,116,228 Loss from operations from subsidiaries Financial Services $ (43,987 ) $ (101,481 ) Healthcare 1,278,239 1,303,348 Real Estate (97 ) (825 ) Income from operations from subsidiaries $ 1,234,155 $ 1,201,042 Loss from operations from Cardiff Lexington $ (520,594 ) $ (479,559 ) Total income from operations $ 713,562 $ 721,483 Loss before taxes Financial Services $ (45,490 ) $ (101,773 ) Healthcare 817,098 (797,140 ) Real Estate (97 ) (825 ) Corporate, administration and other non-operating expenses (787,502 ) (662,716 ) Consolidated loss before taxes $ (15,991 ) $ (1,562,454 ) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Estimated useful lives) | 3 Months Ended |
Mar. 31, 2023 | |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 - 7 years |
Property and equipment, useful lives | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 10 years or lease term, if shorter |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Allowances for doubtful account | $ 270,000 | $ 0 | |
Accounts receivable | 7,446,416 | 6,604,780 | |
Goodwill impaired | 0 | $ 0 | |
Advertising and marketing expense | 38,353 | $ 127,785 | |
Uncertain tax positions | 0 | $ 0 | |
Working capital deficit | $ 2,700,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details - Financical Statements) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | $ 14,284,585 | $ 13,353,357 | ||
Liabilities | 10,745,097 | 10,198,163 | ||
Total shareholders' equity | (1,632,373) | $ (932,839) | $ (1,469,808) | $ 732,361 |
Revenue | 2,860,798 | 2,897,150 | ||
Cost of sales | 983,124 | 1,116,228 | ||
Gross margin | 1,877,674 | 1,780,922 | ||
Operating expense | 1,164,113 | 1,059,439 | ||
Income from operations | 713,561 | 721,483 | ||
Other income (expense) | (729,552) | (2,264,722) | ||
Net loss before discontinued operations | (15,991) | (1,543,239) | ||
Net income (loss) | $ (15,991) | $ (1,562,454) | ||
Basic earnings per share,discontinued operations | $ 0 | $ 0 | ||
Basic earnings per share,discontinued operations | $ 0 | $ 0 | ||
Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | $ 11,704,750 | |||
Liabilities | 9,512,586 | |||
Mezzanine equity | 0 | |||
Total shareholders' equity | 2,192,163 | |||
Revenue | 2,940,994 | |||
Cost of sales | 1,135,702 | |||
Gross margin | 1,805,292 | |||
Operating expense | 1,081,928 | |||
Income from operations | 723,364 | |||
Other income (expense) | (1,193,196) | |||
Net loss before discontinued operations | (469,832) | |||
Income (loss) from discontinued operations | (16,622) | |||
Net income (loss) | $ (486,454) | |||
Basic earnings per share, continued operations | $ (0.01) | |||
Basic earnings per share,discontinued operations | 0.01 | |||
Basic earnings per share,discontinued operations | $ (0.01) | |||
Weighted average shares outstanding - basic, continued operations | 166,130,069 | |||
Weighted average shares outstanding - basic, discontinued operations | 166,130,069 | |||
Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | $ 3,275,000 | |||
Liabilities | 3,275,000 | |||
Mezzanine equity | 3,125,002 | |||
Total shareholders' equity | (3,125,002) | |||
Revenue | (43,844) | |||
Cost of sales | (19,474) | |||
Gross margin | (24,370) | |||
Operating expense | (22,489) | |||
Income from operations | (1,881) | |||
Other income (expense) | (1,071,526) | |||
Net loss before discontinued operations | (1,073,407) | |||
Income (loss) from discontinued operations | (2,593) | |||
Net income (loss) | (1,076,000) | |||
As Restated [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | 14,979,750 | |||
Liabilities | 12,787,586 | |||
Mezzanine equity | 3,125,002 | |||
Total shareholders' equity | (932,839) | |||
Revenue | 2,897,150 | |||
Cost of sales | 1,116,228 | |||
Gross margin | 1,780,922 | |||
Operating expense | 1,059,439 | |||
Income from operations | 721,483 | |||
Other income (expense) | (2,264,722) | |||
Net loss before discontinued operations | (1,543,239) | |||
Income (loss) from discontinued operations | (19,215) | |||
Net income (loss) | $ (1,562,454) | |||
Basic earnings per share, continued operations | $ (0.01) | |||
Basic earnings per share,discontinued operations | 0 | |||
Basic earnings per share,discontinued operations | $ 0 | |||
Weighted average shares outstanding - basic, continued operations | 128,021,527 | |||
Weighted average shares outstanding - basic, discontinued operations | 128,021,527 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 492,391 | $ 342,330 |
Accrued credit cards | 10,325 | 45,722 |
Accrued expense – previously factored liability | 954,366 | 776,414 |
Accrued income taxes, and other taxes | 6,732 | 6,732 |
Accrued professional fees | 479,609 | 573,040 |
Accrued advertising | 69,656 | 69,656 |
Accrued payroll | 57,411 | 14,292 |
Accrue expense - other | 0 | 363 |
Accrued expense - dividend payable | 0 | 210,046 |
Total | $ 2,070,490 | $ 2,038,595 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued taxes, penalties and interest | $ 6,732 | $ 6,732 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Medical equipment | $ 96,532 | $ 96,532 |
Computer Equipment | 9,189 | 9,189 |
Furniture, fixtures and equipment | 30,841 | 35,974 |
Leasehold Improvement | 15,950 | 15,950 |
Total | 152,512 | 157,645 |
Less: accumulated depreciation | (101,708) | (102,206) |
Property and equipment, net | $ 50,804 | $ 55,439 |
PLANT AND EQUIPMENT, NET (Detai
PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 4,635 | $ 10,814 |
LAND (Details Narrative)
LAND (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Real Estate [Abstract] | ||
Land | $ 540,000 | $ 540,000 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Line Of Credit | ||
Line of credit, borrowing capacity | $ 92,500 | $ 92,500 |
Interest rate | 11.20% | 10.95% |
Borrowings on line of credit | $ 20,619 | $ 0 |
NOTES AND LOANS PAYABLE (Detail
NOTES AND LOANS PAYABLE (Details - Notes Payable) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Notes and loans payable | $ 181,242 | $ 155,598 |
Less current portion | (36,596) | (15,809) |
Long-term portion | $ 144,646 | $ 139,789 |
NOTES AND LOANS PAYABLE (Deta_2
NOTES AND LOANS PAYABLE (Details - Long term debt maturity) | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 36,596 |
2025 | 4,988 |
2026 | 4,988 |
2027 | 4,988 |
2028 | 4,988 |
Thereafter | 124,694 |
Total | $ 181,242 |
NOTES AND LOANS PAYABLE (Deta_3
NOTES AND LOANS PAYABLE (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Debt Disclosure [Abstract] | |
Accrued interest | $ 5,723 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details - Convertible notes) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Discounts on convertible notes payable | $ (89,147) | $ (46,798) |
Total convertible debt less debt discount | 3,717,936 | 3,515,752 |
Current portion | 3,717,936 | 3,515,752 |
Long-term portion | $ 0 | $ 0 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details- Convertible debt instruments) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Principal Balance | $ 3,807,083 | $ 3,562,550 |
New Loans | 303,333 | |
Debt consolidation | $ (58,800) | |
Shares Issued Upon Conversion | 118,682,378 | |
Accrued Interest | $ 454,188 | 338,316 |
Interest expense | 107,135 | |
Unamortized Debt Discount | 89,147 | 46,798 |
Debt consolidation | $ 58,800 | |
Convertible Note 71 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Oct. 28, 2016 | |
Debt Maturity date | Oct. 28, 2017 | |
Principal Balance | $ 0 | 10,000 |
New Loans | 0 | |
Debt consolidation | $ (10,000) | |
Shares Issued Upon Conversion | 23,405,455 | |
Accrued Interest | $ 0 | 2,263 |
Interest expense | 0 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 10,000 | |
Convertible Note 9 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Sep. 12, 2016 | |
Debt Maturity date | Sep. 12, 2017 | |
Principal Balance | $ 50,080 | 50,080 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 16,627 | 14,157 |
Interest expense | 2,470 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 10 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Jan. 24, 2017 | |
Debt Maturity date | Jan. 24, 2018 | |
Principal Balance | $ 55,000 | 55,000 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 72,588 | 69,876 |
Interest expense | 2,712 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 101 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Feb. 10, 2023 | |
Debt Maturity date | Feb. 10, 2024 | |
Principal Balance | $ 50,000 | 0 |
New Loans | 50,000 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 1,007 | 0 |
Interest expense | 1,007 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 102 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Mar. 30, 2023 | |
Debt Maturity date | Mar. 30, 2024 | |
Principal Balance | $ 25,000 | 0 |
New Loans | 25,000 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 10 | 0 |
Interest expense | 10 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 292 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Nov. 08, 2019 | |
Debt Maturity date | Nov. 08, 2020 | |
Principal Balance | $ 36,604 | 36,604 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 22,326 | 20,160 |
Interest expense | 2,166 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 31 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Aug. 28, 2019 | |
Debt Maturity date | Aug. 28, 2020 | |
Principal Balance | $ 0 | 0 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 8,385 | 8,385 |
Interest expense | 0 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 371 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Sep. 03, 2020 | |
Debt Maturity date | Jun. 30, 2021 | |
Principal Balance | $ 113,667 | 113,667 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 38,801 | 28,756 |
Interest expense | 5,045 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 372 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Nov. 02, 2020 | |
Debt Maturity date | Aug. 31, 2021 | |
Principal Balance | $ 113,167 | 113,167 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 37,533 | 27,510 |
Interest expense | 5,023 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 373 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Dec. 29, 2020 | |
Debt Maturity date | Sep. 30, 2021 | |
Principal Balance | $ 113,166 | 113,166 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 36,497 | 26,474 |
Interest expense | 5,023 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 38 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Feb. 09, 2021 | |
Debt Maturity date | Feb. 09, 2022 | |
Principal Balance | $ 47,200 | 96,000 |
New Loans | 0 | |
Debt consolidation | $ (48,800) | |
Shares Issued Upon Conversion | 85,276,923 | |
Accrued Interest | $ 31,260 | 27,939 |
Interest expense | 3,321 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 48,800 | |
Convertible Note 39 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Apr. 26, 2021 | |
Debt Maturity date | Apr. 26, 2022 | |
Principal Balance | $ 168,866 | 168,866 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 48,844 | 39,684 |
Interest expense | 9,160 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 401 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Sep. 22, 2022 | |
Debt Maturity date | Sep. 22, 2023 | |
Principal Balance | $ 2,600,000 | 2,600,000 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 10,000,000 | |
Accrued Interest | $ 131,343 | 71,233 |
Interest expense | 64,110 | |
Unamortized Debt Discount | 0 | |
Debt consolidation | $ 0 | |
Convertible Note 402 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Nov. 04, 2022 | |
Debt Maturity date | Nov. 04, 2023 | |
Principal Balance | $ 68,666 | 68,666 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 2,765 | 1,072 |
Interest expense | 1,693 | |
Unamortized Debt Discount | 10,253 | |
Debt consolidation | $ 0 | |
Convertible Note 403 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Nov. 28, 2022 | |
Debt Maturity date | Nov. 28, 2023 | |
Principal Balance | $ 68,667 | 68,667 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 2,313 | 620 |
Interest expense | 1,693 | |
Unamortized Debt Discount | 11,382 | |
Debt consolidation | $ 0 | |
Convertible Note 404 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Dec. 21, 2022 | |
Debt Maturity date | Dec. 21, 2023 | |
Principal Balance | $ 68,667 | 68,667 |
New Loans | 0 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 1,880 | 187 |
Interest expense | 1,693 | |
Unamortized Debt Discount | 12,464 | |
Debt consolidation | $ 0 | |
Convertible Note 405 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Jan. 24, 2023 | |
Debt Maturity date | Jan. 24, 2024 | |
Principal Balance | $ 90,166 | 0 |
New Loans | 90,166 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 1,630 | 0 |
Interest expense | 1,630 | |
Unamortized Debt Discount | 19,387 | |
Debt consolidation | $ 0 | |
Convertible Note 406 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Mar. 21, 2023 | |
Debt Maturity date | Mar. 21, 2024 | |
Principal Balance | $ 138,167 | 0 |
New Loans | 138,167 | |
Debt consolidation | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest | $ 379 | $ 0 |
Interest expense | 379 | |
Unamortized Debt Discount | 35,661 | |
Debt consolidation | $ 0 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Sep. 22, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||
Convertible debt | $ 3,717,936 | $ 3,515,752 | ||
Proceeds from Convertible Debt | 303,333 | |||
Repayments of Convertible Debt | 0 | $ 5,908 | ||
Debt discount | 89,147 | $ 46,798 | ||
Amortization of debt discount | 17,983 | 44,546 | ||
Stock issued for conversion of debt, amount converted | 58,800 | |||
Debt converted, interest converted | 5,873 | |||
Debt converted, penalties and fees converted | $ 2,000 | |||
Stock issued for conversion of debt, shares issued | 118,682,378 | |||
Fair value for debt settlement | $ 123,566 | |||
Common stock par value | $ 0.001 | $ 0.001 | ||
Convertible debt | $ 3,807,083 | $ 3,562,550 | ||
Gain on debt | 390 | 0 | ||
Promissory Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Convertible debt | $ 4,791,099 | |||
Principal amount | 3,840,448 | |||
Accrued interest | $ 950,651 | |||
Gain on debt | 1,397,271 | $ 1,397,271 | ||
Series X Senior Convertible Preferred Stock [Member] | ||||
Short-Term Debt [Line Items] | ||||
Convertible shares | 375,000 | |||
Conversion Amount | $ 1,500,000 | |||
Common stock par value | $ 4 | |||
Convertible Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Proceeds from Convertible Debt | 240,000 | $ 550,967 | ||
Repayments of Convertible Debt | $ 5,908 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Stock issued for conversion of debt, shares issued | 118,682,378 | |
Convertible Notes Payable [Member] | ||
Class of Stock [Line Items] | ||
Stock issued for conversion of debt, shares issued | 118,682,378 | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 4 | |
Series B Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 3,000,000 | 3,000,000 |
Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 500 | 500 |
Number of shares issued at conversion | 100,000 | |
Share price | $ 50,000 | |
Series D Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 800,000 | |
Series E Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Series F Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 800,000 | |
Series F 1 Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 800,000 | 800,000 |
Series I Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 500,000,000 | 500,000,000 |
Series J Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Series K Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 10,937,500 | 10,937,500 |
Series L Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 100,000,000 | 100,000,000 |
Series N Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 3,000,000 | 3,000,000 |
Dividends payment | $ 453,654 | |
Series R Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 5,000 | 5,000 |
Series X Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Dividends payment | $ 93,205 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants outstanding, beginning balance | shares | 235,557,856 |
Weighted average exercise price - Warrants outstanding, beginning balance | $ / shares | $ 0.015 |
Warrants granted | shares | 0 |
Weighted average exercise price - Warrants granted | $ / shares | $ 0 |
Warrants exercised | shares | 0 |
Weighted average exercise price - Warrants exercised | $ / shares | $ 0 |
Warrants expired | shares | 0 |
Weighted average exercise price - Warrants expired | $ / shares | $ 0 |
Warrants outstanding, ending balance | shares | 235,557,856 |
Weighted average exercise price - Warrants outstanding, ending balance | $ / shares | $ 0.015 |
Warrants exercisable | shares | 235,557,856 |
Weighted average exercise price - Warrants exercisable | $ / shares | $ 0.015 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Gain (Loss) from discontinued operations | ||
Revenue | $ 2,860,798 | $ 2,897,150 |
Cost of sales | (983,124) | (1,116,228) |
Selling, general and administrative expenses | (1,159,478) | (1,053,656) |
Discontinued Operations [Member] | Red Rock [Member] | ||
Gain (Loss) from discontinued operations | ||
Revenue | 0 | 43,844 |
Cost of sales | 0 | (19,474) |
Selling, general and administrative expenses | 0 | (1,881) |
Interest expense of Red Rock Investor Note | 0 | (16,622) |
Loss on divestiture of AHI subsidiary | 0 | (2,593) |
Gain no change in estimate | 0 | (4,474) |
Loss from discontinued operations | $ 0 | $ (19,215) |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details Narrative) - A H I [Member] | 1 Months Ended |
Oct. 31, 2022 USD ($) shares | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Loss on disposal of amount | $ | $ 217,769 |
Series F Preferred Stock [Member] | Buy Back Agreement [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of shares issued | shares | 175,045 |
GOODWILL AND IDENTIFIABLE INT_3
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS NET (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Goodwill, Ending Balance | $ 5,666,608 |
Accumulated impairment | 0 |
Goodwill, Ending Balance | 5,666,608 |
Health Care [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Goodwill, Ending Balance | 5,666,608 |
Accumulated impairment | 0 |
Goodwill, Ending Balance | $ 5,666,608 |
GOODWILL AND IDENTIFIABLE INT_4
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill And Identifiable Intangible Assets Net | ||
Goodwill impairment | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details - Schedule of property leases) | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 140,777 |
2025 | 55,408 |
Total | $ 196,185 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details - Schedule of annual objectives of financial performance) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Effect of Fourth Quarter Events [Line Items] | ||
Cash Annual Bonus | $ 350,329 | $ 226,802 |
Year End 2022 One [Member] | ||
Effect of Fourth Quarter Events [Line Items] | ||
Minimum Annual amount | 2,000,000 | |
Cash Annual Bonus | $ 120,000 | |
Year End 2022 One [Member] | Series J Preferred Stock [Member] | ||
Effect of Fourth Quarter Events [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 120,000 | |
Year End 2022 Two [Member] | ||
Effect of Fourth Quarter Events [Line Items] | ||
Minimum Annual amount | $ 2,400,000 | |
Cash Annual Bonus | $ 150,000,000 | |
Year End 2022 Two [Member] | 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 | $ 210,000,000 | |
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 | $ 300,000,000 | |
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 | $ 420,000,000 | |
2025 | Series J Preferred Stock [Member] | ||
Effect of Fourth Quarter Events [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 210,000 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
May 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 15, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Operating Leases | $ 77,852 | $ 134,000 | ||||
Accrued compensation | 17,057 | $ 17,057 | $ 156,000 | |||
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] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Accrued compensation | $ 1,935,500 | 1,870,500 | ||||
Board of Directors Chairman [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Accrued compensation | $ 1,952,000 | $ 1,863,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Operating loss carrforward | $ 22,429,214 | $ 22,429,214 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Net Assets | $ 14,284,585 | $ 13,353,357 | |
Revenues | 2,860,798 | $ 2,897,150 | |
Cost of Revenue | 983,124 | 1,116,228 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 713,562 | 721,483 | |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | (15,991) | (1,562,454) | |
Financial Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Assets | 8,673 | 8,577 | |
Revenues | 154,399 | 464,843 | |
Cost of Revenue | 26,829 | 212,446 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (43,987) | (101,481) | |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | (45,490) | (101,773) | |
Healthcare Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Assets | 13,595,507 | 12,692,531 | |
Revenues | 2,706,399 | 2,432,307 | |
Cost of Revenue | 956,295 | 903,782 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 1,278,239 | 1,303,348 | |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | 817,098 | (797,140) | |
Real Estate 1 [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Assets | 592,461 | 592,557 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (97) | (825) | |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | (97) | (825) | |
Others [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Assets | 87,944 | $ 59,692 | |
Subsidiary [Member] | |||
Segment Reporting Information [Line Items] | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 1,234,155 | ||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | 1,201,042 | ||
Cardiff Lexington [Member] | |||
Segment Reporting Information [Line Items] | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (520,594) | (479,559) | |
Corporate Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | $ (787,502) | $ (662,716) |