Clearday (CLRD) 10-Q 19 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 17, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	0-21074
Entity Registrant Name	CLEARDAY, INC.
Entity Central Index Key	0000895665
Entity Tax Identification Number	77-0158076
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8800 Village Drive
Entity Address, Address Line Two	Suite 106
Entity Address, City or Town	San Antonio
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78217
City Area Code	(210)
Local Phone Number	451-0839
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	CLRD
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,914,458

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 369,866	$ 780,262
Restricted cash	194,712	89,804
Accounts receivable, net of allowance of $108,360 and $68,911, respectively	38,146	198,037
Prepaid expenses and other current assets	524,181	179,497
Current assets held for sale (Notes 2 and 5)	150,298	393,307
Total current assets	1,277,203	1,640,907
Goodwill	3,282,392
Operating lease right-of-use assets	33,437,991	36,452,438
Property and equipment, net	7,221,501	8,853,284
Other long-term assets	249,255	448,580
Non-current assets held for sale (Notes 2 and 5)	6,180,221	8,396,215
Total assets	51,648,563	55,791,424
Current liabilities:
Accounts payable	3,550,129	4,688,385
Accrued expenses and other current liabilities	3,700,956	1,097,362
Accrued interest	147,047	103,631
Current portion of long-term debt	10,453,977	1,623,375
Deferred revenue	14,194	367,122
Finance lease liabilities	911,745	790,126
Other current liabilities	1,122,208	1,635,123
Current liabilities related to assets held for sale (Notes 2 and 5)	3,160,719	5,339,003
Total current liabilities	23,060,975	15,644,127
Long-term liabilities:
Finance lease liabilities	36,911,504	37,617,081
Mortgage note payable	907,549	639,883
Long-term debt, less current portion, net	2,616,218	4,810,673
Non-current liabilities related to assets held for sale (Notes 2 and 5)	5,427,837	5,906,804
Total liabilities	68,924,083	64,618,568
Commitments and contingencies
Mezzanine equity
Series F 6.75% Convertible Preferred Stock, $.001 par value, 5,000,000 share authorized, 4,797,052 and 4,606,853 issued and outstanding at September 30, 2021 and December 31, 2020, respectively. Liquidation value $96,296,493 and $92,137,060 at September 30, 2021 and December 31, 2020, respectively.	15,132,602	10,969,077
Deficit:
Common stock, $.001 par value, 80,000,000 shares authorized, 14,914,458 and 13,048,942 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	14,914	13,049
Additional paid-in-capital	25,957,200	17,913,640
Accumulated deficit	(68,647,473)	(45,522,907)
Clearday, Inc. shareholders deficit:	(42,675,030)	(27,595,889)
Non-controlling interest in subsidiaries	10,266,908	7,799,668
Total deficit	(32,408,122)	(19,796,221)
TOTAL LIABLITIES, MEZZANINE EQUITY AND DEFICIT	51,648,563	55,791,424
Series A convertible preferred stock [Member]
Deficit:
Preferred Stock Value	$ 329	$ 329

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Accounts receivable net of allowances	$ 108,360	$ 68,911
Temporary Equity, Par or Stated Value Per Share	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized	5,000,000	5,000,000
Temporary Equity, Shares Issued	4,797,052	4,606,853
Temporary Equity, Shares Outstanding	4,797,052	4,606,853
Temporary Equity, Liquidation Preference	$ 96,296,493	$ 92,137,060
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	80,000,000	80,000,000
Common Stock, Shares, Issued	14,914,458	13,048,942
Common Stock, Shares, Outstanding	14,914,458	13,048,942
Series A convertible preferred stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001
Preferred Stock, Shares Authorized	2,000,000
Preferred Stock, Shares Issued	328,925	328,925
Preferred Stock, Liquidation Preference, Value	$ 329	$ 329

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
REVENUES
Resident fee revenue, net	$ 2,851,577	$ 2,636,826	$ 9,893,620	$ 9,306,013
OPERATING EXPENSES
Operating expenses	5,388,948	4,066,776	14,912,011	12,979,825
Selling, general and administrative expenses	3,540,229	999,112	7,986,175	4,643,417
Research & development	120,000	812,816	534,727	1,112,816
Loss on Impairment	4,396,228		4,396,228
Depreciation and amortization expenses	129,074	149,541	433,198	461,337
Total operating expenses	13,574,479	6,028,245	28,262,339	19,197,395
Operating loss	(10,722,902)	(3,391,419)	(18,368,719)	(9,891,382)
Other (income) expenses
Interest and other expense	30,951	95,466	304,350	378,146
Gain on sale of investment	(121,080)		(1,172,151)
Unrealized gain/(loss) on equity investments	(220,000)	1,040,000	(744,000)	1,040,000
Other (income)/expenses	(451,184)	(5,699)	(589,293)	(25,986)
Total other (income)/expenses	761,313	1,129,767	2,201,094	1,392,160
Net Loss from continuing operations	(9,961,589)	(4,521,187)	(16,167,625)	(11,283,542)
(Loss) Income from discontinued operations, net of tax (Note 5)	(501,832)	(899,884)	130,411	3,097,179
Net loss	(10,463,421)	(5,421,071)	(16,037,214)	(8,186,363)
Net loss attributable to non-controlling interest	283,974	543,006	885,042	1,674,271
Preferred stock dividend	(2,089,878)	(2,712,400)	(7,617,716)	(8,197,740)
Net loss applicable to Clearday, Inc.	$ (12,269,325)	$ (7,590,465)	$ (22,769,888)	$ (14,709,833)
Basic and diluted loss per share attributable to Clearday, Inc.
Net loss from continued operations	$ (0.84)	$ (0.53)	$ (1.73)	$ (1.51)
Net loss/income from discontinued operations	(0.04)	(0.07)	0.01	0.26
Net loss	$ (0.88)	$ (0.60)	$ (1.72)	$ (1.25)
Weighted average common shares basic and diluted outstanding	13,819,548	12,723,493	13,242,887	11,721,235
Resident Fee Revenue [Member]
REVENUES
Resident fee revenue, net	$ 2,851,577	$ 2,636,826	$ 9,893,620	$ 9,306,013

Condensed Consolidated Statem_2

Condensed Consolidated Statements of MezzanineEquity, Convertible, Preferred Stock and Deficit (Unaudited) - USD ($)	Total	Mezzanine Equity Series F Redeemable Preferred Stock [Member]	Series A convertible preferred stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]
Balance at December 31, 2020 at Dec. 31, 2019	$ (6,880,812)	$ 5,496,838	$ 329	$ 11,315	$ 10,743,198	$ (22,798,067)	$ (12,043,225)	$ 5,162,413
Beginning balance, shares at Dec. 31, 2019		4,333,241	328,925	11,315,499
Stock compensation for services	1,251,223			$ 1,081	1,140,142		1,141,223	110,000
Stock compensation for services, shares				1,080,983
Issuance of Series I Convertible Preferred Stock in subsidiary	1,155,000							1,155,000
PIK dividends on Convertible Preferred Stock	325,000							325,000
Issuance of partnership units in subsidiary	200,000							200,000
PIK dividends on Convertible Preferred Stock	(4,098,870)	$ 4,098,870		$ 489	4,098,381	(8,197,740)	(4,098,870)
PIK dividends on series A convertible preferred Stock, shares		204,944		488,711
Net Loss	(8,186,363)					(6,512,092)	(6,512,092)	(1,674,271)
Balance at September 30, 2021 at Sep. 30, 2020	(16,234,822)	$ 9,595,708	$ 329	$ 12,885	15,981,721	(37,507,899)	(21,512,964)	5,278,142
Ending balance, shares at Sep. 30, 2020		4,538,184	328,925	12,885,193
Balance at December 31, 2020 at Jun. 30, 2020	(10,488,163)	$ 8,239,508	$ 329	$ 12,723	14,055,071	(29,917,434)	(15,849,311)	5,361,148
Beginning balance, shares at Jun. 30, 2020		4,470,374	328,925	12,723,492
Stock compensation for services	630,612				570,612		570,612	60,000
Issuance of Series I Convertible Preferred Stock in subsidiary	400,000							400,000
PIK dividends on Convertible Preferred Stock	(1,356,200)	$ 1,356,200		$ 162	1	(2,712,400)	(1,356,200)
PIK dividends on Series F Convertible Preferred Stock, shares		67,810		161,701
Net Loss	(5,421,071)					(4,878,065)	(4,878,065)	(543,006)
Balance at September 30, 2021 at Sep. 30, 2020	(16,234,822)	$ 9,595,708	$ 329	$ 12,885	15,981,721	(37,507,899)	(21,512,964)	5,278,142
Ending balance, shares at Sep. 30, 2020		4,538,184	328,925	12,885,193
Balance at December 31, 2020 at Dec. 31, 2020	(19,796,221)	$ 10,969,078	$ 329	$ 13,049	17,913,640	(45,522,907)	(27,595,889)	7,799,668
Beginning balance, shares at Dec. 31, 2020		4,606,853	328,925	13,048,942
Stock compensation for services	1,925,813			$ 136	1,914,912		1,915,048	10,765
Issuance of Series I Convertible Preferred Stock in subsidiary	897,000							897,000
PIK dividends on Convertible Preferred Stock	(4,163,527)	4,163,524		453	3,808,414	(7,972,394)	(4,163,527)
Issuance of partnership units in subsidiary	2,444,517							2,444,517
PIK dividends on series A convertible preferred Stock, shares		190,199		453,551
Issuance of common stock in connection with reverse merger	2,321,511			$ 1,276	2,320,235		2,321,511
Net Loss	(16,037,214)					(15,152,172)	(15,152,172)	(885,042)
Balance at September 30, 2021 at Sep. 30, 2021	(32,408,122)	$ 15,132,602	$ 329	$ 14,914	25,957,200	(68,647,473)	(42,675,030)	10,266,908
Ending balance, shares at Sep. 30, 2021		4,797,052	328,925	14,914,458
Balance at December 31, 2020 at Jun. 30, 2021	(24,947,978)	$ 13,732,997	$ 329	$ 13,514	21,952,883	(56,023,470)	(34,056,744)	9,108,766
Beginning balance, shares at Jun. 30, 2021		4,745,049	328,925	13,514,408
Stock compensation for services	650,023				639,258		639,258	10,765
Stock compensation for services, shares				135,923
PIK dividends on Convertible Preferred Stock	(1,399,608)	$ 1,339,605		$ 124	1,044,824	(2,444,556)	(1,399,608)
PIK dividends on Series F Convertible Preferred Stock, shares		52,004		124,008
Issuance of common stock in connection with reverse merger	2,321,511			$ 1,276	2,320,235		2,321,511
Issuance of common stock to former stockholders of Superconductor upon merger, shares				1,276,042
Issuance of partnership units in subsidiary	1,431,351							1,431,351
Issuance of common stock in connection with reverse merger, shares				1,276,042
Net Loss	(10,463,421)					(10,179,447)	(10,179,447)	(283,974)
Balance at September 30, 2021 at Sep. 30, 2021	$ (32,408,122)	$ 15,132,602	$ 329	$ 14,914	$ 25,957,200	$ (68,647,473)	$ (42,675,030)	$ 10,266,908
Ending balance, shares at Sep. 30, 2021		4,797,052	328,925	14,914,458

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (16,037,214)	$ (8,186,363)
Income from discontinued operations, net of tax	(130,411)	(3,097,179)
Loss from continuing operations,	(16,167,625)	(11,283,542)
Adjustments required to reconcile net loss to cash flows used in operating activities
Depreciation and amortization expense	433,198	461,337
Loss on impairment	4,396,228
Allowance for doubtful accounts	103,449
Non-cash lease expenses	1,363,647	968,616
Stock based compensation	1,925,813	1,251,225
Amortization of debt issuance costs	253,398
Gain on sale of investment	(1,172,151)
Unrealized gain on securities	(744,000)	(1,040,000)
Changes in operating assets and liabilities
Accounts receivable	56,442	(198,569)
Prepaid expenses	(114,252)	(338,905)
Accounts payable	(1,307,632)	1,765,347
Accrued expenses	2,473,258	266,933
Accrued interest	43,416	34,023
Deferred revenue	(352,929)	136,302
Other non-current asset	(236,492)	2,102,498
Other current liabilities	(511,555)	(12,637)
Change in operating lease liability	(583,958)	(480,320)
Net cash used in activities of continuing operations	(10,141,745)	(6,367,690)
Net cash provided by (used in) operating activities of discontinued operations	776,102	(1,029,742)
Net cash used in operating activities	(9,365,643)	(7,397,432)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and equipment		(218,774)
Cash acquired from merger transaction	259,005
Payment for capitalized software costs	(1,600,000)
Proceeds from sale of an investment	1,456,126
Payment for acquisitions	(100,000)
Net cash used (provided by) in investing activities of continuing operations	15,131	(218,774)
Net cash provided by investing activities of discontinued operations		15,134,614
Net cash provided by investing activities	15,131	15,134,840
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt	(5,319,881)	(179,612)
Borrowings on long-term debt, net	11,502,256	1,043,955
Proceeds from sale of preferred stock and member units in subsidiary	3,341,517	1,355,000
Net cash provided by continuing operations	9,523,892	2,219,343
Net cash used in financing activities of discontinued operations	(478,868)	(12,144,481)
Net cash provided by/(used) in financing activities	9,045,024	(9,925,138)
Change in cash and restricted cash from continuing operations	(602,722)	(4,367,121)
Change in cash and restricted cash from discontinued operations	297,234	2,179,391
Cash and restricted cash at beginning of the year	870,066	3,564,223
Cash and restricted cash at end of year	564,578	1,376,493
Cash and cash equivalents	369,866	588,801
Restricted cash	194,712	787,692
Cash, cash equivalents, restricted cash	564,578	1,376,493
Cash and cash equivalents	780,262	2,900,207
Restricted cash	89,804	664,016
Cash, cash equivalents, restricted cash	870,066	3,564,223
Non-cash financing activities
Debt to equity of non-controlling interest		325,000
Preferential interest in real estate for 400,000 shares issued by STI		1,600,000
Primrose acquisition deferred payment	$ 200,000
Merger consideration	3,381,510
Net assets acquired in merger, net of cash acquired	$ 64,041

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical)	9 Months Ended
	Sep. 30, 2021shares
Statement of Cash Flows [Abstract]
Shares issued for preferential interest in real estate	400,000

Organization,

Organization,	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Organization,	1. Organization, Description of Business, Basis of Presentation, Summary of Significant Accounting Policies, Liquidity and Going Concern Description of Business Clearday, Inc., a Delaware corporation (the “Company”), formerly known as Superconductor Technologies Inc., was established in 1987 and closed a merger with Allied Integral United, Inc., a Delaware corporation (“AIU”), on September 9, 2021. This merger was described in our registration statement (“Merger Registration Statement”) on Form S-4, as amended and supplemented (Registration No. 333-256138). Prior to the closing of the merger, the Company was a leading company in developing and commercializing high temperature superconductor (“HTS”) materials and related technologies. As described in the Merger Registration Statement, after the merger, the Company continued the businesses of AIU and continued one of the businesses of the Company related to its Sapphire Cryocooler and its related patents and intellectual property. AIU was incorporated on December 20, 2017 and began its business on December 31, 2018 when it acquired the businesses of certain private funds that operate five (5) memory care residential facilities and other businesses (the “2018 Acquisition”), including commercial real estate and hospitality assets from related parties. The memory care business is conducted through the Memory Care America LLC subsidiary (“MCA”), which has been in the residential care business since November 2010 and has been managed by the Company’s executives for approximately 5 years. Since the 2018 Acquisition, the Company has been developing innovative care and wellness products and services focusing on the longevity market. All of the Company’s assets that were acquired in the 2018 Acquisition and are not related to the memory care facilities or the non-acute care and wellness industry were designated as non-core businesses and held for disposition. Accordingly, such assets and liabilities are classified as held for sale in the unaudited condensed consolidated balances sheets as of September 30, 2021 and December 31, 2020. Additionally, the results of operations for these non-core businesses are classified as income from discontinued operations within the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19, which spread throughout the U.S. and the world, as a pandemic and has had a significant impact on the global economy, resulting in rapidly changing market and economic conditions. National and local governments around the world instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain non-essential businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. The governmental response includes additional protocols for the health and safety of residents and staff in the Company’s facilities. The outbreak and associated restrictions on travel that have been implemented have had a material adverse impact on the Company’s business and cash flow from operations, similar to many businesses. The Company has begun, and intends to continue, to resume normal operations as soon as practicable. However, the Delta Variant of the COVID-19 has become the predominant COVID-19 strain in the United States and has put a renewed focus on prevention and has caused many governments and other authorities to re-institute preventive measures to mitigate the risk of hyperlocal outbreaks. The total impact of COVID-19 is unknown and may continue as the rates of infection, including of the Delta Variant, have increased in Texas and many other states in the U.S. As a result, management has concluded that there was a long-lived asset impairment triggering event during 2020 and 2021, which required management to perform an impairment evaluation. See Note 5 – Discontinued Operations for additional discussion and results. As noted above in the Introductory Note, this Report is the first Quarterly Report on Form 10-Q by the Company after the merger. Accordingly, this is the first Quarterly Report on Form 10-Q by the Company that includes the businesses conducted by AIU prior to the merger. Additionally, this Quarterly Report on Form 10-Q by the Company uses a date for the quarter end that is the last day of the calendar quarter or September 30, 2021 which is a change of the quarter ended date that was previously used. The Company has assessed the change of the fiscal quarter ending dates and believes that the change in quarter ending dates by the Company has not had a material impact on the financial results for the quarter ended provided in this Report and improves the comparability between fiscal periods. Merger between Allied Integral Untiled, Inc and AIU Special merger Company, Inc and Name Change On September 9, 2021, ● The merger that was described in the Merger Registration Statement was completed. ● In connection with, and prior to completion of, the Merger, the Company (1) effected a 3.773585 -for-1 share reverse stock split (the “Reverse Stock Split”) of its Common Stock resulting in a decrease of outstanding shares of common stock from 2,751,780 729,222 ● A special distribution for the issuance and delivery of additional shares of its common stock (“True Up Shares”) to the holders of its shares of Clearday Common Stock of record as of 5:00 pm Eastern Time on September 9, 2021 was declared, which provided for the distribution of an aggregate amount of approximately 546,820 shares of such Common Stock (representing a dividend rate of approximately 0.749868 ); such shares were distributed on or about September 20, 2021. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Under the terms of the merger: ● There was an increase in the number of shares of AIU common stock (2:1), 50% of the shares of AIU’s 6.75% Series A Cumulative Convertible Preferred Stock were converted into AIU common stock and then the shares of AIU common stock were exchanged for shares of Clearday, Inc. 1.192 shares of Common Stock for each share of AIU common stock; ● Each share of AIU’s 6.75 % Series A Cumulative Convertible Preferred Stock that was not converted into AIU common stock were exchanged for an equal number of a new series of preferred stock issued by Clearday, par value $ 0.001 per share that are designated Clearday 6.75 % Series F Cumulative Convertible Preferred Stock (“Series F Preferred”), which provide substantially similar terms as the AIU Series A Preferred, except that such preferred stock will convert to that number of shares of the Clearday’s Common Stock after giving effect to the exchange ratio used in the Merger or 2.384675 1 ● The Company assumed the obligations of the warrants issued by AIU so that such warrants now represent the right to be exercised for shares of the Clearday’s Common Stock equal to approximately 3,781,509 ● Clearday assumed the obligation to issue its shares of Common Stock with respect to the (1) 10.25 % Series I Cumulative Convertible Preferred Stock issued by AIU Alternative Care, Inc., a subsidiary of AIU, and (2) units of limited partnership interest of Clearday Alternative Care OZ Fund LP, a subsidiary of AIU Alternative Care, Inc., which as of the effective date of the merger was equal to approximately $ 15,253,740 The merger was accounted for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Under this method of accounting, AIU was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) AIU’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) AIU designated a majority of the members of the initial board of directors of the combined company, and (iii) AIU’s senior management holds all key positions in the senior management of the combined company. As a result, as of the closing date of the Merger, the net assets of the Company were recorded at their acquisition-date relative fair values in the accompanying condensed consolidated financial statements of the Company and the reported operating results prior to the Merger are those of AIU. Liquidity and Going Concern The Company has incurred significant cumulative consolidated operating losses and negative cash flows. As of September 30, 2021, the Company has an accumulated deficit of $ 68,647,473 , continued loss from operations of $ 16,037,214 and negative cash flows from continued operations in the amount of $ 10,141,745 . These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings or other sources, including the continued sale of its non-core assets and sale or disposition of other assets. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result should the Company not continue as a going concern. Management does not believe they have sufficient cash for the next twelve months from the date of this report to continue as a going concern On April 29, 2021, the Company executed a secured promissory note with Benworth Capital Partners, LLC in the amount of $ 4,550,000 , which included the grant of a first mortgage regarding the property owned by the Company and used to conduct its operations for its Naples Memory Care facility located at 2626 Goodlette-Frank Road, Naples, Florida 34105 (the “Naples Property”). The original mortgage on this property was paid off in the amount of $ 2,739,195 and closing costs of $ 354,357 were paid. The net proceeds to the Company in this mortgage refinancing was $ 1,456,448 . This first mortgage loan has a one -year term as compared to the prior (refinanced) mortgage which had a maturity date of 2041. This first mortgage loan provides for interest only payments at a fixed interest rate of 9.95 %. The loan is guaranteed by certain officers. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) For the nine months ended September 30, 2021 the Company entered into certain financing transactions 1,623,500 1,141,600 Note 6 – Indebtedness” Subsequent to September 30, 2021, the Company sold undivided interests, representing 67.36 % of the aggregate interests, in the Naples Property for an aggregate cash amount of $ 3,141,000 which was received by, and is available to, Clearday. The remaining 32.64 % of the undivided interests in the Naples Property are retained by the Company.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Principles of Consolidation . The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiaries. In 2019, AIU Alternative Care, Inc., a Delaware corporation (“AIU Alt Care”) and Clearday Alternative Care Oz Fund, L.P, a Delaware limited partnership (“Clearday OZ Fund”), were formed. The Company owns all of the voting interests of AIU Alt Care and the sole general partner of Clearday OZ Fund, and less than 1 In November, 2019, AIU Alt Care filed a certificate of designation that authorized preferred stock designated as the Series I 10.25% cumulative convertible preferred stock, par value $ 0.01 per share (the “Alt Care Preferred Stock”). The certificate of incorporation of AIU Alt Care authorizes 1,500,000 shares of preferred stock of which 700,000 is designated Alt Care Preferred Stock; and 1,500,000 of common stock. Each share of The Alt Care Preferred Stock has a stated value equal to the $ 10.00 Alt Care Preferred Stock original issue price. For the nine months ended September 30, 2021, $ 897,000 was invested in AIU Alt Care in exchange for 89,700 shares of Alt Care Preferred Stock. In October, 2019, AIU Alt Care formed AIU Impact Management, LLC and Clearday OZ Fund was formed. AIU Impact Management, LLC manages Clearday OZ Fund as its general partner, owns 1 % of Clearday OZ Fund and allocates 99 % of income gains and losses accordingly to the limited partners. For the nine months ended September 30, 2021, Clearday OZ Fund issued 244,462 units of limited partnership units in the amount $ 2,444,621 . The exchange rate for each of the Alt Care Preferred Stock and the limited partnership units in Clearday OZ Fund are equal to (i) the aggregate investment amount for such security plus accrued and unpaid dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the merger, the exchange rate was 1 share for every $10.00 of aggregate amount of the investment plus such accrued dividends The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the unaudited condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statement of operations. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual financial statements of the Company and of AIU that are contained in the Merger Registration Statement. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated upon consolidation. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Basis of Presentation. The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Reclassifications. Certain prior period amounts have been reclassified on the accompanying condensed consolidated statements of operations and cash flows to conform to the current period presentation. This reclassification had no effect on previously reported net income (loss), deficit or cash flows from operating activities. Classification of Convertible Preferred Stock. In 2021, the Company applied ASC 480, distinguishing liabilities from equity, and revised the consolidated financial statement presentation of its convertible preferred stock whose redemption is outside the control of the issuer. Registrants having such securities outstanding are required to present separately, in balance sheets, amounts applicable to the following three general classes of securities: (i) preferred stocks subject to mandatory redemption requirements or whose redemption is outside the control of the issuer; (ii) preferred stocks which are not redeemable or are redeemable solely at the option of the issuer; and (iii) common stocks. In addition, the rules require disclosure of redemption terms, five-year maturity data, and changes in redeemable preferred stock Unaudited Interim Financial Information. The unaudited condensed consolidated financial statements as of September 30, 2021, and for the three and nine months ended September 30, 2021 and 2020, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and GAAP. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company, these unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to present fairly the Company’s financial position, results of operations and cash flows. Interim results are not necessarily indicative of results for a full year or future periods. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020 and the audited consolidated financial statements of AIU that are included in the Merger Registration Statement. Use of Estimates. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities and contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Management believes that these estimates and assumptions are reasonable, however, actual results may differ and could have a material effect on future results of operations and financial position. The impact of the COVID-19 pandemic could continue to have a material adverse effect on the Company’s business, results of operations, financial condition, liquidity and prospects in the near-term and beyond 2020. While management has used all currently available information in its forecasts, the ultimate impact of the COVID-19 pandemic on its results of operations, financial condition and cash flows is highly uncertain, and cannot currently be accurately predicted. The Company’s results of operations, financial condition and cash flows are dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, such as a lengthy or severe recession or any other negative trend in the U.S. or global economy and any new information that may emerge concerning the COVID-19 outbreak and the actions to contain it or treat its impact, which at the present time are highly uncertain and cannot be predicted with any accuracy. Significant estimates in our condensed consolidated financial statements relate to revenue recognition, including contractual allowances, the allowance of doubtful accounts, self-insurance reserves, long-lived assets, impairment of long-lived assets and estimates concerning our provisions for income taxes. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Fair Value of Financial Instruments. The Company’s financial instruments are limited to cash, accounts receivable, debt and equity investments, accounts payable, operating leases and mortgage notes payable. The fair value of these financial instruments was not materially different from their carrying values at September 30, 2021. Segment Reporting. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. Cash, and Restricted Cash. Cash, consisting of short-term, highly liquid investments and money market funds with original maturities of three months or less at the date of purchase, are carried at cost plus accrued interest, which approximates market. Restricted cash as of September 30, 2021 and December 31, 2020 includes cash that the Company deposited as security for obligations arising from property taxes, property insurance and replacement reserve the Company is required to establish escrows as required by its mortgages and certain resident security deposits. Investments. The Company follows ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The Company only has one investment in securities as of September 30, 2021 and applies the Fair Value approach to record and revalue the share prices on a mark to market basis at each reporting interim period since the original purchase agreement. All common stock has been marked to market to reflect the current value of the shares. Goodwill. Goodwill, which has an indefinite useful life, represents the excess of purchase consideration over fair value of net assets acquired. The Company’s goodwill as of September 30, 2021 is associated with STI’s business prior to the Merger and its other acquisition for Primrose Wellness Group LLC by AIU prior to the merger ( See Note 11 – Acquisitions Software Capitalization. With regards to developing software, any application costs incurred during the development state, both internal expenses and those paid to third parties are capitalized and amortized per ASC350-40 . Once the software has been developed, the costs to maintain and train others for its use will be expensed. Risks and Uncertainties. The Company’s financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, investments and trade receivables. At certain times throughout the year, the Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institutions in which those deposits are held. The Company performs ongoing credit evaluations of its customers, and the risk with respect to trade receivables is further mitigated by the diversity, both by geography, of the customer base. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carry back periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. The Company continues to examine the impact that the CARES Act may have on its business. Currently, the Company is unable to determine the impact that the CARES Act will have on its financial condition, results of operations, or liquidity. The CARES Act also appropriated funds for the U.S. Small Business Administration Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations and employment related tax credits to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. Comprehensive Income (Loss). The Company is required to report all components of comprehensive income (loss), including net income (loss), in the accompanying condensed consolidated financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments . Earnings Per Share. Basic and diluted earnings per share are computed and disclosed in accordance with FASB ASC Topic 260, Earnings Per Share. The Company utilizes the two-class method to compute earnings available to common shareholders. Under the two-class method, earnings are adjusted by accretion amounts to redeemable noncontrolling interests recorded at redemption value. The adjustments represent dividend distributions, in substance, to the noncontrolling interest holder as the holders have contractual rights to receive an amount upon redemption other than the fair value of the applicable shares. As a result, earnings are adjusted to reflect this in substance distribution that is different from other common shareholders. In addition, the Company allocates net earnings to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company’s participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders. Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards. Accounts Receivable and Allowance for Doubtful Accounts. The Company records accounts receivable at their estimated net realizable value. Additionally, the Company estimates allowances for uncollectible amounts based upon factors which include, but are not limited to, historical payment trends, write-off experience, and the age of the receivable as well as a review of specific accounts, the terms of the agreements, the residents, the payers’ financial capacity to pay and other factors which may include likelihood and cost of litigation. The allowance for doubtful accounts reflects estimates that the Company periodically reviews and revises based on new information, to which revisions may be material. The Company’s allowance for doubtful accounts consists of the following: Schedule of Allowance for Doubtful Accounts Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-offs Balance at December 31, 2020 63,895 68,911 (63,895 ) 68,911 September 30, 2021 68,911 108,360 (68,911 ) 108,360 Assets and Liabilities Held for Sale. The Company designated its real estate and hotels as held for sale when it is probable these non-core business assets will be sold within one year. The Company records these assets on the unaudited condensed consolidated balance sheets at the lesser of the carrying value and fair value less estimated selling costs. If the carrying value is greater than the fair value less the estimated selling costs, the Company records an impairment charge. The Company evaluates the fair value of the assets held for sale each period to determine if it has changed (See Note 5 – Discontinued Operations). Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Property and Equipment. Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Schedule of Estimated Useful Lives Asset Class Estimated Useful Life (in years) Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 The Company regularly evaluates whether events or changes in circumstances have occurred that could indicate impairment in the value of the Company’s long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. The Company determines estimated fair value through an evaluation of recent financial performance, recent transactions for similar assets, market conditions and projected cash flows using standard industry valuation techniques. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods and estimated capitalization rates (Level 3). Valuation of Long-Lived Assets. Long-lived assets to be held and used, including property and equipment, right to use assets and definite life intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. As of September 30, 2021, the Company has recognized certain impairments, See Note 3 - Real Estate, Property and Equipment, Net. Gain (Loss) on Sale of Assets. The Company enters into real estate transactions which may include the disposal of certain commercial shopping centers and hotels, including the associated real estate; such transactions are recorded in Note 5 – Discontinued Operations. The Company recognizes gain or loss on these property sales when the transfer of control is complete. The Company recognizes gain or loss from the sale of equity method investments when the transfer of control is complete, and the Company has no continuing involvement with the transferred financial assets. Legal Proceedings and Claims. The Company has been, is currently, and expects in the future to be involved in claims, lawsuits, and regulatory and other government audits, investigations and proceedings arising in the ordinary course of the Company’s business, some of which may involve material amounts. The Company establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Contingencies Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Lease Accounting. The Company follows FASB ASC Topic 842, Leases Lessee. The Company regularly evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contacts with customers). The Company’s lease agreements primarily consist of building leases. These leases generally contain an initial term of 15 to 17 years and may contain renewal options. If the Company’s lease agreements include renewal option periods, the Company includes such renewal options in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. The Company classifies its lessee arrangements at inception as either operating leases or financing leases. A lease is classified as a financing lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for financing lease classification is met. The Company has no financing leases as of September 30, 2021. ROU assets associated with operating leases are included in “Right of Use Asset” on the Company’s unaudited condensed balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in “Lease Liabilities, Current” and “Lease Liabilities, Long-Term” on the Company’s balance sheet as of September 30, 2021. ROU assets represent the Company’s right to use an underlying asset for the estimated lease term and lease liabilities represent the Company’s present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s ROU assets are measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the contract’s estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised. The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets. Lessor. The Company’s lessor arrangements primarily included tenant contracts within shopping centers, which is included in discontinued operations. The Company classifies its leases at inception as operating, direct financing, or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company’s tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI) and is included in discontinued operations. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions. Certain of the Company’s arrangements with tenants contain both lease and non-lease components. In such circumstances, the Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that the lease components represent the predominant component of the arrangement. Income Taxes. The Company’s income tax expense includes U.S. income taxes. Certain items of income and expense are not reported in tax returns and financial statements in the same year. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences to be included in the Company’s unaudited condensed consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, while the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent, the Company believes that the Company is more likely than not that all or a portion of deferred tax assets will not be realized, the Company establishes a valuation allowance to reduce the deferred tax assets to the appropriate valuation. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a given period, the Company includes the related tax expense or tax benefit within the tax provision in the unaudited condensed consolidated statement of operations in that period. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the future, if the Company determines that it would be able to realize its deferred tax assets in excess of their net recorded amount, the Company will make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the unaudited condensed consolidated statement of operations in that period. The Company pays franchise taxes in certain states in which it has operations. The Company has included franchise taxes in general and administrative and operating expenses in its unaudited condensed consolidated statements of operations. Revenue Recognition. The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers, A substantial portion of the Company’s revenue at its independent living and assisted living communities relates to contracts with residents for services that are generally under ASC Topic 606. The Company’s contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short-term in nature. The Company has determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded as a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when the Company’s performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services provided are not material to our unaudited consolidated financial statements. Some of our senior living communities require payment of an upfront entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in accrued expenses and other current liabilities in our unaudited condensed consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident’s agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our unaudited condensed consolidated financial statements. Revenue for basic housing and support services and additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. Core Business – Continuing Operations. Resident Care Contracts. Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. Schedule of Revenue from Contract with Customers For the three months ended September 30, 2021 % 2020 % Revenue from contracts with customers: Resident rent - over time $ 2,731,655 96 % $ 2,

Real Estate, Property and Equip

Real Estate, Property and Equipment, Net	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Real Estate, Property and Equipment, Net	3. Real Estate, Property and Equipment, Net Property and equipment, net, consists of the following: Memory Care Facilities and Corporate Schedule of Real Estate, Property and Equipment Estimated Useful Lives September 30, 2021 December 31, 2020 Land $ 1,255,477 $ 1,940,389 Building and building improvements 39 5,339,754 7,277,693 Furniture, fixtures, and equipment 3 7 3,955,120 2,588,781 Total 10,550,351 11,806,863 Less accumulated depreciation (3,328,850 ) (2,953,579 ) Real estate, property and equipment, net $ 7,221,501 $ 8,853,284 Non-core businesses classified as assets held for sale: Estimated Useful Lives September 30, 2021 December 31, 2020 Land $ 3,070,537 $ 4,288,915 Building and building improvements 39 3,648,016 5,898,419 Furniture, fixtures and equipment 5 7 1,692,672 2,099,568 Other 3 5 75,940 200,969 Total 8,487,165 12,487,871 Less accumulated depreciation (2,313,268 ) (4,175,035 ) Real estate, property and equipment, net $ 6,173,897 $ 8,312,836 The Company recorded depreciation expense relating to real estate, property, and equipment for the Company’s memory care facilities and corporate assets in the amount of $ 433,198 461,337 129,074 149,541 The Company has reviewed the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If there is an indication that the value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value. The Company determined estimated fair value based on input from market participants, the Company’s experience selling similar assets, market conditions and internally developed cash flow models that the Company’s assets or asset groups are expected to generate, and the Company considers these estimates to be a Level 3 fair value measurement. In the third quarter of 2021, the Company recognized an impairment charge of $ 2,745,427 1,423,328 227,473 4,396,228 - Leases Based on the Company’s review of carrying value of long-lived assets included in discontinued operations, the Company concluded that a)several of its properties were sold and did not warrant consideration; b) certain properties belonging to their continuing operations segment generate revenue, are cash flow positive and have assets with low carrying values as compared to the recoverable amounts and therefore do not meet impairment requirements; and that c) several properties might be impaired due to extended closures. Both the SeaWorld and Buda hotels have experienced extended closures since March, 2020 due to the COVID-19 pandemic and this has meant significant reductions in cash flows and on the ability to repay the mortgage loans on the properties. The Company transferred the SeaWorld property to the lender in the first Quarter of 2021 and in the fourth quarter of 2021, sold the Buda hotel. The SeaWorld hotel was impaired in the amount of $ 986,000 in the third Quarter of 2020 and $ 600,000 in the fourth Quarter of 2020. Additionally, the Buda hotel was impaired in the amount of $ 811,061 in the fourth Quarter of 2020. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) On March 10, 2021, the Company executed a side agreement with the lender of the SeaWorld Hotel Note (“SeaWorld Settlement Agreement”) that provided for the transfer of the hotel property to the lender and the limitation of the obligations to the Company and the guarantors. See Note 5 – Discontinued Operations. On May 24, 2021, the Company entered into an agreement to sell its Buda Hotel in the amount of $ 4,350,000 . This property was sold on October 1, 2021 under the terms of this agreement, as described in Note 5 – Discontinued Operations. Considering the above offer for sale and guidance available as per ASC 360, management considered the offer price less cost of transfer as fair market value of group assets of Buda Hotel and reversed the impairment provision of $ 811,061 on June 30, 2021.

Leases

Leases	9 Months Ended
	Sep. 30, 2021
Leases
Leases	4. Leases The Company follows ASC 842, as discussed in Note 1 – Summary of Significant Accounting Policies, the Company has elected the package of practical expedients offered in the transition guidance which allows management not to reassess the lease identification, lease classification, and initial direct costs. The Company has elected the accounting policy practical expedient to exclude recording short term leases for all asset classes, as right-of-use assets, and lease liabilities on the unaudited condensed consolidated balance sheet. Finally, the Company has elected to recognize lease components and non-lease components separately for real estate leases. Leases for Memory Care Facilities. The Company leased three memory care facilities from MHI-MC San Antonio, LP, MHI-MC Little Rock, LP, and MHI-MC New Braunfels, LP (collectively “MHI entities”) under three separate lease agreements and originally recorded a right of use asset and a lease liability of $ 35,782,153 As of September 30, 2021, the Company leased one memory care facility from MC-Simpsonville, SC-1-UT, LLC (the “Simpsonville Landlord”) under a 15-year non-cancelable lease agreement. Provided the Company is not in default, the lease agreement has three successive five-year renewal options and has the right of first refusal to acquire the Simpsonville Landlord’s interest in the property in certain situations. Beginning January 2019, the Company ceased paying the Simpsonville Landlord rent. The Landlord filed a lawsuit against the guarantors of the lease and on October 21, 2020, the trial court issued a final judgment of the damages for the plaintiff in the amount of $ 2,801,365 190,043 248,074 All leases are classified as operating leases. The Company does not have any leases within its non-core business. Therefore, no right-of-use assets or lease liabilities were recorded within non-current assets held for sale or lease liability on the unaudited condensed consolidated balance sheet following the adoption of ASC 842. Weighted-average remaining lease terms and discount rate as of September 30, 2021, are 13.5 8.25 Per ASC 360-10-35-21, the Company performed an impairment test on the ROU assets and the New Braunfels and Simpsonville facilities failed the recoverability test as set out in the accounting standard. As a result, the New Braunfels and Simpsonville facilities incurred an impairment charge in the amount of $ 1,423,328 227,473 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Lease Costs. For the three and nine months ended September 2021 and September 30, 2021, the lease costs recorded in the unaudited condensed consolidated statement of operations are as follows: Summary of Lease Cost For the nine months ended September 30, 2021 2020 Lease costs: Operating lease costs $ 3,730,560 $ 3,446,277 Short-term lease costs 33,752 77,335 Total lease costs $ 3,764,312 $ 3,523,612 For the three months ended September 30, 2021 2020 Lease costs: Operating lease costs $ 1,243,520 $ 917,336 Short-term lease costs 7,830 24,843 Total lease costs $ 1,251,350 $ 942,179 Operating Lease Payments. The following table summarizes the maturity of the Company’s operating lease liabilities as of September 30, 2021: Summary of Operating Lease Liabilities Year Ending September Operating Leases 2021 (Remaining of 2021) $ 990,358 2022 4,026,961 2023 4,121,550 2024 4,218,384 2025 4,310,799 2026 4,439,167 2027 4,537,167 Thereafter 39,945,641 Total minimum lease payments $ 66,590,027 Less: amounts representing interest 28,776,778 Present value of future minimum lease payments 37,823,249 Less current portion 911,745 Non-current lease liabilities $ 36,911,504 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2021
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	5. Discontinued Operations The Company held two hotel properties during 2021, each of which were classified as non-core assets and had experienced an extended closure since March 2020 due to the COVID-19 pandemic, resulting in significant reductions in cash flows and ability to repay the separate mortgage loans on these properties. SeaWorld Hotel. During the nine months ended September 30, 2021, the Company entered into an agreement with Pender Capital Asset Based Lending Fund I, L.P. regarding the SeaWorld hotel property and transferred the property to this lender. This lender agreed to limit the aggregate obligations under the secured obligations to the amount of the deficiency realized by the lender on the subsequent sale of the SeaWorld hotel property, subject to an aggregate specified limit assuming that the Company complied with the terms of the agreement. In May, 2021, the lender sold the SeaWorld hotel property which created an aggregate deficiency of $ 216,000 82,500 20,000 Buda Hotel. As of May 24, 2021, the Company has entered into an agreement for the sale of the Buda hotel property amounting to $ 4,350,000 . The sale closed on October 1, 2021 as described in Note 15 – Subsequent Events The Company previously recognized an impairment provision amounting to $ 811,061 property in accordance with ASC360 and ASC820. 811,061 The sale of the Buda hotel property completes the sale of all of the Company’s hotel properties and relieves approximately $ 4,500,000 of financing liabilities and approximately $ 4,100,000 of long-term assets, net of accumulated depreciation, from the Company’s unaudited condensed consolidated balance sheet resulting in a gain of $ 177,851 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) During the nine months ended September 30, 2020, the Company sold three non-core assets: A hotel property, commercial real estate property and the remaining portion of a previously sold commercial real estate property. The commercial real estate property and the hotel property, which were owned separately by two of the Company’s subsidiaries in San Antonio, Texas, were sold, with proceeds of $ 13,300,000 2,500,000 700,000 Summary of Non-core Assets Commercial Hotel Property Parcel - Commercial Property #2 Total 2020 Contract sales price $ 13,300,000 $ 2,500,000 $ 700,000 $ 16,500,000 Fees (1,461,312 ) (134,043 ) - (1,595,355 ) Seller buildout obligation (856,085 ) - - (856,085 ) Net book value of assets 6,425,983 1,981,889 622,466 9,030,338 Gain/(loss) on sale of assets $ 4,556,620 $ 384,068 $ 77,534 $ 5,018,222 The following statements are the unaudited condensed consolidated balance sheets and income statements for the Company’s discontinued operations: Schedule of Discontinued Operations for Consolidated Balance Sheets and Income Statements September 30, 2021 December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 72,993 $ 343,044 Restricted cash - 8,201 Accounts receivable 100 18,421 Prepaid expenses 77,205 23,641 Total current assets 150,298 393,307 Investments in non-consolidated entities - 77,056 Note Receivables 6,323 6,323 Real estate, property and equipment, net 6,173,897 8,312,836 Total long-term assets held for sale 6,330,518 8,396,215 TOTAL ASSETS $ 6,330,518 $ 8,789,522 LIABILITIES Current liabilities: Accounts payable $ 699 $ 66,650 Accrued expenses 1,168,627 1,031,584 Accrued interest 133,170 133,170 Current portion of long-term debt 1,858,223 4,107,599 Total current liabilities 3,160,719 5,339,003 Long-term liabilities: Note payable 530,596 784,945 Long-term debt, less current portion 4,897,241 5,121,760 Total long-term liabilities held for sale 5,427,837 5,906,705 TOTAL LIABILITIES $ 8,488,556 $ 11,245,708 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 REVENUES Hotel room and other revenue $ - $ 2,120 $ - $ 352,207 Commercial property rental revenue 21,493 20,867 63,853 236,688 Total revenues, net 21,493 22,987 63,853 588,895 Costs and expenses Operating expenses 20,935 22,720 93,689 477,954 General and administrative expenses 422,421 467,522 751,105 1,390,212 Total operating expenses 443,356 490,242 844,794 1,868,166 Loss from operations (421,864 ) (467,255 ) (780,941 ) (1,279,271 ) Other/(income) expenses Interest expense 27,411 182,115 190,010 592,876 Gain on disposal of assets - - - (4,634,154 ) Equity income from investees, net of applicable taxes - - 15,000 (787,044 ) Impairment expense (recovery) - - (811,061 ) - Other (income) expenses 52,558 250,514 (305,301 ) 451,872 Total (income)/expense (79,969 ) 432,629 (911,352 ) (4,376,450 ) Net (loss) income $ (501,833 ) $ (899,884 ) $ 130,411 $ 3,097,179

Indebtedness

Indebtedness	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
Indebtedness	6. Indebtedness As of September 30, 2021, and December 31, 2020, the current portion of long-term debt within the Company’s unaudited condensed financial statements for our core MCA and Corporate facilities is $ 10,210,849 and $ 1,623,375 respectively. As of September 30, 2021, and December 31, 2020, the debt associated with our current portion of long-term debt within the Company’s unaudited condensed consolidated financial statements for our assets held for sale as is $ 1,758,223 and $ 4,107,599 , respectively. This debt is expected to be repaid primarily with the proceeds from the sales of these assets. See Note 2 – Summary of Significant Accounting Policies Interest and Future Maturities. The Company has recorded interest expense in the accompanying unaudited condensed consolidated financial statements of $ 304,350 378,146 190,010 592,876 The Company has recorded interest expense in the accompanying unaudited condensed consolidated financial statements of $ 30,951 and $ 95,466 for the three months ended September 30, 2021, and 2020, respectively, and $ 27,411 and $ 182,115 for discontinued operations for the same periods. The change in the interest expense reflects primarily the impact of the repayment of debt since the beginning of the prior year period and during this period, offset in part by incurrence of indebtedness at the latter part of this period at higher and lower interest rates. Schedule of Long Term Debt As of September 30, 2021 Continuing Core Discontinued Non-Core Total Long-term Debt As of September 30, Continuing Core Discontinued Non-Core Total 2021 (Reminder of 2021) $ 407,462 $ 1,758,223 $ 2,165,685 2022 10,392,732 284,366 10,677,098 2023 360,000 499,185 859,185 2024 360,000 214,760 574,760 2025 360,000 231,519 591,519 Thereafter 2,245,804 4,275,250 6,521,054 Total obligations $ 14,125,998 $ 7,263,303 $ 21,389,301 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) The following table summarizes the maturity of the Company’s long-term debt and notes payable as of September 30, 2021: Summary of Long Term Debt and Notes Payables Maturity Date Interest Rate September 30, 2021 December 31, 2020 Memory Care (Core) Facilities: Naples Mortgage December 2041 3.99 % $ - $ 2,731,100 Naples Equity Loan May 2022 9.95 % 4,550,000 - Libertas Financing Agreement May 2022 33.00 % 488,408 - New Braunfels Samson Funding 1 April 2022 25.00 % 142,000 - New Braunfels Samson Group 2 April 2022 39.00 % 142,000 - Naples Operating Samson Funding April 2022 31.00 % 150,000 - Naples LLC CFG Merchant Solutions September 2022 15.00 % 275,000 Clearday Operating PPP Loans January 2022 1.00 % 468,040 - AGP July 2022 2.00 % 2,630,000 - MCA Invesque Loan (1) January 2022 8.50 % 178,852 1,610,577 New Braunfels Business Loan June 2022 6.25 % 105,463 185,359 Gearhart Loan (2) December 2021 7.00 % 238,578 238,578 Five C’s Loan December 2021 9.85 % 325,000 325,000 SBA PPP Loans February 2022 1.00 % 2,525,108 1,364,962 Equity Secure Fund I, LLC June 2022 15.00 % 1,000,000 - Notional amount of debt 13,218,449 6,455,576 Less: current maturities 10,453,977 1,623,375 Unamortized Discount 148,254 - $ 2,616,218 $ 4,832,201 Non-core businesses classified as liabilities held for sale: Hotels: Seaworld Hotel Note (3) January 2021 Variable $ 299,000 $ 3,395,000 Buda Hotel Note (4) January 2037 Variable 4,013,425 4,046,771 SBA PPP Loan May 2022 1.00 % 604,800 255,300 Buda Tax Loans (5) June 2028 8.99 % 466,713 271,365 2K Hospitality Secured Note October 2022 None 120,000 - Notional amount of debt 5,503,938 7,968,436 Less: current maturities 1,045,624 3,395,000 $ 4,358,314 $ 4,573,436 Real Estate: Artesia Note (6) June 2033 Variable $ 228,769 $ 238,168 Tamir Note March 2022 12.00 % 300,000 300,000 Leander Note April 2022 12.75 % 700,000 700,000 Notional amount of debt 1,228,769 1,238,168 Less: current maturities 712,599 712,599 $ 516,170 $ 525,569 As of September 30, 2021, the current portion of long-term debt on the accompanying unaudited condensed consolidated balance sheet for core business operations includes $ 148,254 of unamortized debt discounts. As of September 30, 2021, the long-term debt on the accompanying unaudited condensed consolidated balance sheet for non-core business operations includes $ 21,528 of unamortized debt discount. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Notes: (1) Note is issued by MCA and is secured by all of MCA’s assets which consist primarily of its ownership of its residential facilities. (2) Note is issued by MCA and is secured by a senior subordinated lien on all of MCA’s assets which consist primarily of its ownership of its residential facilities. This stated maturity of this note has been extended to December 15, 2021. Clearday is negotiating the terms of an additional extension or forbearance with this lender. However, there can be no assurance that any such agreement will be on terms that are acceptable to Clearday, or at all. (3) Obligations have been compromised under the terms of a settlement agreement as of March 10, 2021 to approximately $ 318,500 , as described above. (4) This note is a senior secured with an interest rate equal to greater of 10.5% or 30-day LIBOR plus 8.175 %. This note was repaid in full in connection with sale of the mortgaged property as described in Note 15 - Subsequent Events. (5) Interest rate is 8.99 %, per annum and is secured by the Buda Hotel property. This note was repaid in full in connection with sale of the mortgaged property as described in Note 15 - Subsequent Events. (6) This obligation is secured by a first mortgage on the real property and is personally guaranteed by certain individuals. Maturity Date Interest Rate September 30, 2021 December 31, 2020 Core Businesses (Continuing Operations) Notes Payable Cibolo Creek Partners promissory note December 2025 0.09 % $ 111,206 $ - Primrose - Miscellaneous July 2029 7.00 % 13,320 - Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Notional amount of debt 624,526 500,000 Guarantee Fees 283,023 139,883 $ 907,549 $ 639,883 Non- Core Businesses (Discontinued Continuing Operations) Notes Payable Cibolo Creek Partners promissory note December 2025 0.09 % $ 530,596 $ 641,804 Notional amount of debt 530,596 641,804 Guarantee Fees - 143,141 $ 530,596 $ 784,945 In addition, the Company has an obligation for the payment of the acquisition of the Primrose adult daycare center of $ 200,000 Memory Care (Core) Facilities: Naples Mortgage. In connection with the Company’s purchase of its memory care facility in Naples, Florida in 2013, it assumed the underlying mortgage with Housing & Healthcare Finance, LLC, dated November 23, 2011. This mortgage is a financing administered by the U.S. Department of Housing and Urban Development or HUD. The original mortgage totaled $ 3.4 2 1 3.99 Naples Equity Loan. On April 29, 2021, the Company executed a secured promissory note with Benworth Capital Partners, LLC in the amount of $ 4,550,000 . The original Naples mortgage was paid off in the amount of $ 2,739,195 and there were closing costs of $ 354,357 which netted the Company proceeds in the amount of $ 1,456,448 . This secured promissory note is a one-year loan with interest only payments at a fixed interest rate of 9.95 %. This loan is guaranteed by certain officers of the Company and is secured by the Memory Care facility located at 2626 Goodlette-Frank Road, Naples, Florida 34105. Libertas Financing Agreement. On May 25, 2021, the Company executed a merchant cash advance loan with Libertas Funding LLC in the amount of $ 737,000 550,000 11,000 539,000 176,000 14,623 1.29% New Braunfels Samson Funding 1. The Company entered into a Futures Receipts Sale and Purchase Agreement dated as of September 28, 2021 (“Factoring Agreement 1”), with Cloudfund LLC d/b/a Samson Group (“NB Financier 1”). Under Factoring Agreement 1, a specified percentage of its future receipts (as defined by Factoring Agreement 1, which include the future resident revenues in the New Braunfels residential care facility owned by MCA) were sold to NB Financier 1, which were equal to $142,000 for a purchase price of $ 100,000 6,000 The Company entered into a Revenue Purchase Agreement and Security Agreement and Guaranty of Performance dated as of September 28, 2021 (“Factoring Agreement 2”) Samson MCA LLC (“NB Financier 2”). Under Factoring Agreement 2, a specified percentage of its future receipts (as defined by Factoring Agreement 2, which include the payments to MCA as a result of its sale of goods and/or services such as its future resident revenues in the New Braunfels residential care facility owned by MCA), which were equal to $142,000 for a purchase price of $ 100,000 5,125 PPP Loans. In May 2020, the Company was granted four separate loans under the Paycheck Protection Program (the “PPP Loans”) administered by the United States Small Business Administration (“SBA”) established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which has enabled the Company to retain the Company’s employees during the period of disruption created by the Coronavirus pandemic. The PPP Loans, which are evidenced by Notes issued by the Company (the “Note”), mature in May 2022 and bear interest at a fixed rate of 1.0% per annum, accruing from May 2020 (“Loan Date”) and payable monthly. The Note is unsecured and guaranteed by the SBA. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Note provides for customary defaults, including failure to make payment when due or to fulfill the Company’s obligations under the notes or related documents, reorganizations, mergers, Consolidations or other changes to the Company’s business structure, and certain defaults on other indebtedness, bankruptcy events, adverse changes in financial condition or civil or criminal actions. The PPP Loans may be accelerated upon the occurrence of a default. In the first nine months of September 2021, the Company has received an additional $ 1,836,014 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) AGP Loan. The Company entered into an unsecured promissory note with A.G.P./Alliance Global Partners (“AGP”) which was the financial adviser to AIU in connection with the merger. The $ 2,630,000 2% 30,000 September 10, 2022 MCA Invesque Loan. On November 6, 2017, the Company executed a promissory note for $ 600,000 300,000 300,000 3.3 300,000 In accordance with the A&R MCA Note, three principal payments totaling $ 1.5 million were made during 2019. Beginning January 2020, the Company is required to make monthly principal and interest payments of $ 47,812 . The loan has a fixed interest rate of 8.5 %.The note is guaranteed by certain officers and directors of the Company and is collateralized by a pledge of proceeds from the sale of the Naples facility and another specified property interest (in Westover Town Center) that was sold in 2021. In April 2021, there were three properties in which the Company had an interest and whose proceeds from any sale were pledged to the lender in collateral to the guarantees. One of those interests, Westover Town Center, was sold and the proceeds in the amount of $ 1,128,126 was used to pay down $ 1,000,000 against the Invesque loan balance in September 2021. New Braunfels Business Loan. On December 23, 2015, the Company executed a business loan agreement with ServisFirst Bank for $ 600,000 March 2022 6.25 Gearhart Loan. On April 1, 2012, the Company executed a promissory note with Betty Gearhart for $ 200,000 (the “Gearhart Note”). Interest accrues at a fixed rate of 7.0 % and is payable quarterly in January, April, July and October. In April 2015, the Company executed the First Amended and Restated Promissory Note in the principal amount of $ 238,578 , which extended the maturity date until April 2017. The note is collateralized by the debtor granting a security interest to Betty Gearhart including all assets of MCA, LLC as well as any proceeds (including insurance proceeds) of any and all of the foregoing collateral. The maturity date of the loan was further extended in April 2017, April 2018 and April 2020. The Second Amendment to the Amended and Restated Promissory Note (the “Second Amendment”) was executed on March 5, 2020 in the principal amount of $ 218,578 and has a maturity date of April 1, 2021. The scheduled maturity date of this note has been further extended to December 15, 2021. Clearday is negotiating the terms of an additional extension or forbearance with this lender. However, there can be no assurance that any such agreement will be on terms that are acceptable to Clearday, or at all. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Five C’s, LLC Loan. As of April 1, 2019, the Five C’s LLC entered into an agreement issuing capital stock that reduced obligations under an existing promissory note to $ 325,000 that was payable one year after the initial loan was funded, with a right of AIU to extend the maturity date for an additional six-month period. As of December 31, 2020, this note was in default. Subsequently, in February 2021, an extension agreement was entered which set an interest rate of 9.85 % per annum and rescheduled the maturity date to December 31, 2021 . This note can be extended by the parties for successive six-month periods unless the noteholder provides a notice to the borrower that the term shall not be extended on or prior to the date that is 30 days prior than the expiration of the note. Equity Secure Fund I, LLC. On March 26, 2021, the Company executed a promissory note for $ 1,000,000 April 26, 2022 11.50 803,963 115,000 44,891 5,575 31,000 Debt Related to Assets Held for Sale SeaWorld Hotel Note. On July 12, 2019, the Company executed a loan agreement with Pender West Credit 1 REIT, LLC for a principal amount of $ 3,395,000 10.5 8.175 308,829 Effective March 11, 2021, the Company entered into an agreement with the lender to transfer the property to the lender. This lender agreed to limit the aggregate obligations under the secured obligations to the amount of the deficiency realized by the lender on the subsequent sale of the SeaWorld hotel property, subject to an aggregate specified limit assuming that the Company complied with the terms of the agreement. In May 2021, the mortgage lender sold the SeaWorld Property and determined the deficiency of the mortgage loan, subject to a $300,000 maximum amount that was specified in the Settlement Agreement, to be equal to $ 216,000 plus the required payment of taxes in the amount of $ 82,500 which the Company has accrued as of June 30, 2021. Additionally, the Company is required to pay their pro rata share of the property taxes for 2021, which amount would be due by January 31, 2021 and be approximately $ 20,000 resulting in an aggregate obligation of approximately $318,500 . The balance owed as of September 30, 2021 is $ 121,667 58,000 Buda Hotel Note. In November 2011, the Company executed a commercial loan agreement with Members Choice Credit Union totaling $ 4.8 million (“Buda Hotel Note”) to fund the construction of the Buda Hotel, purchase equipment, establish adequate working capital, and pay closing costs. The note matures on January 25, 2037 and is collateralized by a security interest in the property and other assets within the property. The Company must pay principal and interest payments of $ 31,486 during the term of the note which are subject to change to amortize the principal payments of the note. The note has a variable interest rate of Prime plus 2.75 % and is collateralized by a security interest in the property and other assets within the property. As of December 31, 2020, the Company was in default with Members Choice Credit Union. Subsequently, on February 23, 2021, the Company signed a conditional temporary extension agreement of the note through June 2021 whereby the Company has agreed to pay one installment of $ 20,000 in March 2021 and three installments of $ 10,000 in April, May, and June 2021 respectively under the terms of the forbearance of the exercise of any remedies. On October 1, 2021, the Company completed the disposition of the Buda Hotel for a gross sales price of approximately $ 4,350,000 186,150 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Buda Tax Loans. In February 2020, the Company executed a Promissory Note with TaxCORE Lending, LLC (“Buda 2020 Tax Loan”) for a principal amount of $ 274,940 March 5, 2030 8.99 During the period June 30, 2021, the Company refinanced the original note with TaxCORE lending on March 30, 2021 for a principal amount of $ 466,713 at a fixed rate of 8.99 % and a maturity date of May 31, 2031 . The note is collateralized by a tax lien contract secured by the Buda Hotel located in Buda, Texas. The Original promissory note was executed in the year 2018 with Home Tax Solutions totaling $ 98,070 (“Buda Tax Loan”) to fund the tax obligation of the Buda Hotel. The note matures on June 2, 2028 and is collateralized by a tax lien secured by the Buda Hotel located in Buda, Texas. The note has a fixed interest rate of 8.99%. In February 2020, this note was fully repaid with proceeds from the Buda 2020 Tax Loan. In connection with the sale of the Buda hotel property on October 1, 2021, this loan was repaid in full. On August 18, 2021, the Company entered into a settlement regarding the Buda Texas property taxes to approximately $ 141,000 120,000 2K Hospitality Secured Note. On August 18, 2021, the Company through its subsidiary that owned the Buda hotel property and a subsidiary that owns land located in Cibolo, Texas, jointly entered into a secured promissory note with 2K Hospitality, LLC, in the principal amount of $ 120,000 Artesia Note. On April 1, 2013, the Company executed a promissory note with FirstCapital Bank of Texas, N.A. for a principal amount of $ 314,500 (“Artesia Note”). the Company executed an amendment to the Artesia Note on July 23, 2018 (“Amended Artesia Note”). The Amended Artesia Note had a principal balance of $ 266,048 upon execution. The original maturity date of the note was March 1, 2018, which was extended to June 23, 2033 in the Amended Artesia Note. The note requires equal monthly principal and interest payments through maturity and has no prepayment penalties. The note has a variable interest rate equal to the greater of 6.0% or the Prime rate plus 1.0%. The note is collateralized by a security interest in the property and other assets within the property and is guaranteed by certain officers and directors of the Company. As of September 30, 2021, the interest rate for this loan is 6 % ( the greater of 6% or the Prime rate of 3.25% plus 1.0% ). Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Tamir Note. On March 12, 2010, the Company executed a promissory note with Tamir Enterprises, Ltd. for a principal amount of $ 475,000 300,000 March 12, 2022 The note has a fixed interest rate of 12.0% plus an additional 2% for accrued interest outstanding. Leander Note. On October 5, 2018, the Company executed a loan agreement with Equity Security Investments for a principal amount of $ 700,000 (“Leander Note”) to refinance existing financing for the hotel. The note had an original maturity date of October 5, 2019 and was collateralized by a security interest in the property and other assets within the property and is guaranteed by certain officers and directors of the Company. The Company exercised an extension option which extended the maturity of the note to October 5, 2020. The note required interest only monthly payments with the full principal balance becoming due upon the maturity date. The note has a fixed interest rate 12.75 %. As of October 12, 2020, the maturity of the note has been extended to April 5, 2021. On April 20, 2021, the Company has exercised a one-year extension option on the Leander note that extends the new maturity date to April 5, 2022 12.75 Notes Payable. The Company has notes payable to Cibolo Creek Partners, LLC, its affiliate Round Rock Development Partners, LP. These notes have a maturity date of December 31, 2025, and there is no interest accruing on any of these notes. Each of these lenders was a related party when the obligations were incurred. For more information, see Note 9 - Related Party Transactions.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies Contingencies. The tenant, MCA Simpsonville Operating Company LLC, referred to as Tenant, of the MCA community that is located in Simpsonville, South Carolina, referred to as the Simpsonville facility, and other affiliates of the Company have a dispute with the landlord of the Simpsonville Facility, MC-Simpsonville, SC-UT, LLC, referred to as the Landlord, and its affiliates (Embree Group of Companies: Embree Construction Group, Inc., Embree Asset Group, Inc., and Embree Capital Markets Group, Inc., referred to collectively as Embree) under the terms of the lease regarding alleged material construction and related defects of the Simpsonville Facility and other memory care facilities that have been built by Embree and are leased by subsidiaries of MCA, including the significant costs and additional investment that was required by MCA to remedy such defects. The Tenant has stopped paying rent and related charges under the lease for the Simpsonville Facility from and after January 1, 2019. The Landlord has made demands for past rent but has not instituted legal action against the Tenant. Instead, the Landlord filed a lawsuit against the guarantors of the lease, including Trident Healthcare Properties I, L.P., referred to as Trident, which is a wholly owned subsidiary of the Company and an unconditional guaranty of such lease; and the personal guarantors of the Tenant’s obligations under the Lease, including the Company’s Chairman and Chief Executive Officer. The Company has an obligation to indemnify and hold such individuals (other than the Company’s Chairman) harmless under such personal guarantees, and Trident is a consolidated subsidiary in the Company’s financial statements. The Company’s Chairman has indemnified the Company for all obligations of the Company with respect to obligations to the Landlord in connection with this litigation, including the Company’s obligations to such indemnified individuals and the Company’s subsidiaries. This litigation is captioned and numbered MC-Simpsonville, SC-UT, LLC v. Steve Person, et. al., Cause No. 19-0651-C368 and is pending in the 368th Judicial District Court of Williamson County, Texas. On October 21, 2020, the trial court has issued a judgment on damages in the amount of $ 2,801,365 . The trial court has not made findings of fact related to the Tenant’s liability under the Lease. Additionally, the Guarantors has appealed the trial court judgement as they believed it has reasonable likelihood of success to reduce the judgment in the amount of $ 248,074 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Certain subsidiaries of the Company that operate hotel assets have not paid employment related taxes such as required withholdings for Texas State unemployment taxes and federal income tax and employee and employer contributions for FICA (Social Security and Medicare) taxes, and federal unemployment tax for the period from December 31, 2018 to December 31, 2019. These subsidiaries have since made the appropriate filings with the Internal Revenue Service and the Company has accrued the full estimated amount of the underpaid taxes as well as the estimated penalties and interest. As of September 30, 2020, the amount of the estimated taxes, penalties, and interest, assuming that there is no waiver or mitigation of the penalties, is $ 596,326 A subsidiary of the Company has been sued by Naples Property Ventures, LLC, alleging breach under a contract for sale of the Naples property and facility. In its complaint, Naples Property Ventures, LLC is seeking specific performance under the contract. The complaint was served on November 10, 2021. The Company denies these claims, is preparing a response to the complaint and believes that it has meritorious defenses or responses to these claims. In addition, from time to time, the Company becomes involved in litigation matters in the ordinary course of its business. Such litigations include an action that alleges negligence and other claims regarding the death of a resident in a memory care facility. One case is Michael Inderrieden, Individually and as Personal Representative of the Estate of Thomas Inderrieden v. MCA Simpsonville Operating Company, LLC dba Memory Care of Simpsonville; Allied Integral United, Inc. dba Clearday; Memory Care America, LLC.; MCA Management Company, Inc.; and MC-Simpsonville, SC-1-UT, LLC, which action was brought in South Carolina state court on July 7, 2021 in which the plaintiff alleges various acts and breaches by the defendants that resulted in the death of a resident. Prior to the closing of the merger, on November 20, 2020, the landlord of the Company’s former headquarters, Prologis Texas III LLC, commenced an action asserting that the Company breached its lease agreement. The Company has answered the compliant on January 11, 2021 and continues to believe that it has meritorious defenses or responses to these claims. Indemnification Agreements. Certain lease and other obligations of the Company are guaranteed in whole or in part by James Walesa and/or BJ Parrish and others. The Company has agreed to indemnify and hold each such individual harmless for all liabilities and payments on account of any such guaranty. The lease obligations of the Company for its lease obligations for four of its five MCA facilities, including the lease of the MCA community that is located in Simpsonville, South Carolina, referred to as the Simpsonville facility. This is the facility that is the subject of a litigation and judgement against certain of our subsidiaries. We have been fully indemnified by James Walesa for all obligations that the Company may incur with respect to an adverse judgement against the Company, including any post-judgement interest. Such indemnification by James Walesa is under an agreement dated as of July 30, 2020. Under such agreement, James Walesa receives a fee equal to 2 % of the total amount payable by AIU or any of its subsidiaries which is payable in units of shares of the Clearday Care Preferred and Clearday Warrants at $ 10.00 per unit, which is the same as the cash payment for such units by third parties in the offering of such units by Clearday Care. In the event that Mr. Walesa is required to make any payments under this indemnification, then Company will issue shares of Clearday Care Preferred and Clearday Warrants, at $ 10.00 per unit, for the amount of such payment. Subsequently, an amendment to the indemnification agreement above was signed on January 19, 2021 in which additional securities were pledged on behalf of James Walesa for all obligations that Company may incur with respect to an adverse judgement and/or any post-judgement interest. In the event that Mr. Walesa is required to make any payments under this amended indemnification agreement, then Company will issue shares of AIU Care, AIU Warrants and AIU Common Stock at $ 10.00 20.00 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Superconductor Merger Commitment. During the nine months ended September 30, 2021, the Company agreed to pay Superconductor $ 120,000 per month beginning with February until June 30, 2021 (the “Operating Payments”) or an aggregate amount equal to $ 600,000 , subject to certain deferment. All such obligations were eliminated by consolidation upon the closing of the merger. In connection with the merger, a liability to certain former officers of Superconductor was incurred under the terms of Officer Agreements, which may be paid in Common Stock. The total value owed was accrued as of September 30, 2021 and is included in the net assets acquired in the merger in the amount of $ 1,000,000

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
Earnings Per Share	8. Earnings Per Share Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period. For the Company’s diluted earnings per share calculation, the Company uses the “if-converted” method for preferred stock and convertible debt and the “treasury stock” method for Warrants and Options. The following tables set forth the potentially dilutive shares that were anti-dilutive in their respective periods as the Company had net losses in 2021 and 2020, respectively. Schedule of Anti-dilutive Shares Computation of Earnings (Loss) Per Share Dilution shares calculation For the Nine Months ended September 30, 2021 2020 Series A Convertible Preferred Stock 64 182 Series F 6.75% Convertible Preferred Stock 11,439,480 11,439,691 Series I 10.25% Convertible Preferred Stock 1,789,495 567,561 Limited Partnership Units 2,864,607 1,392,028 Warrants 3,281,508 1,828,242 Stock Options 3,641 7,863 Total participating securities 19,378,796 15,235,566 Reserved 2,860,800 1,200,000

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	9. Related Party Transactions Background. The Related Party Disclosures Topic provides disclosure requirements for related party transactions and certain common control relationships. Accounting and reporting issues concerning certain related party transactions and relationships are addressed in other Topics. Information about transactions with related parties is useful in comparing an entity’s results of operations and financial position with those of prior periods and with those of other entities. It helps users of financial statements to detect and explain possible differences. Debt. There are some loans in which executive management has loaned money to the Company. In addition, there are loans made by the Company itself in which certain executives personally guarantee the debt. Cibolo Creek Partners, LLC (“Cibolo Creek”) and its affiliate Round Rock Development Partners, LP (“RRDP”) have from time to time made loans to us under revolving credit notes that bear interest at the then applicable federal rate and are payable on demand or other date that was specified by such lender. In December 2018, AIU acquired businesses affiliated with Cibolo Creek. As of September 30, 2021, Cibolo Creek and Round Rock were owed $ 641,804 500,000 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Guarantees. From time-to-time certain officers and directors will personally guarantee a loan. There is a guarantee fee agreement in place that details the amount of the fee as well as payment terms for certain executives in the Company. The amount of the fee is capped at 1% of the amount of the outstanding note regardless of how many guarantors there are on the loan. Agents. Arkadios Capital, LLC The Company’s president is currently a registered representative with Arkadios Capital LLC (“Arkadios”), a SEC full-service broker dealer. The Company entered into a placement agreement with Arkadios as a broker agent in 2019 and have retained their services as a non-exclusive placement agent in connection with the offering by AIU Alt Care and Clearday OZ Fund of their securities. No amounts have been earned or paid under this arrangement to date.

Non-Consolidated Investment

Non-Consolidated Investment	9 Months Ended
	Sep. 30, 2021
Investments, All Other Investments [Abstract]
Non-Consolidated Investment	10. Non-Consolidated Investment During the nine months ended September 30, 2021, the Company sold its investment in one of their non-consolidated entities, Westover Town Center for a consideration of $ 1.4 1,172,151

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
Acquisitions	11. Acquisitions On May 28, 2021, the Company acquired all of the equity interests of Primrose Wellness Group LLC (“Primrose”), a San Antonio, Texas licensed adult day care facility that provides affordable daily care services, including ADLs (activities of daily living), nursing services, physical rehabilitative services and other supportive services, primarily to military veterans, including those with VA benefits. The acquisition required the approval of the Texas Department of Health and Human Services. The Company plans to expand the daily activities provided by Primrose including offering its proprietary Clearday Restore services, which provides a combination of aromatherapy and massage therapy designed to help people with a wide range of lifestyle limiting conditions. The Company acquired Primrose for a cash purchase price in the amount of $ 300,000 Since the acquisition in May 28, 2021, Primrose has generated approximately $ 150,000 27,000

Goodwill

Goodwill	9 Months Ended
	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	12. Goodwill Schedule Of Goodwill Primrose Wellness Group, LLC Merger Goodwill as of January 1, 2021 $ - $ - Goodwill arising from acquisitions 223,929 3,058,464 Goodwill as of September 30, 2021 $ 223,929 $ 3,058,464 ● For Primrose acquisition information See Note 11 – Acquisitions ● For merger related information See Note 2 - Description of business, Basis of Presentation, Summary of Significant Accounting Policies, Liquidity and Going Concern

Deficit

Deficit	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Deficit	13. Deficit In connection with the merger, the certificate of incorporation of Clearday, Inc. was amended. Prior to such amendment, under the charter of Clearday, Inc. (which was the charter of STI), there were 25,000,000 2,000,000 0.001 80,000,000 10,000,000 0.001 Common Stock Prior to the merger, Clearday, Inc. had 3,151,780 400,000 2,751,780 ● Effected the 3.773585 -for-1 Reverse Stock Split and issued approximately 546,820 True Up Shares, as described in Note 1. ● Issued 13,638,395 ● Reserved 100,000 shares of Common Stock for the conversion or exchange of warrants and convertible securities and shares to be issued to officers of STI under the Officer Agreements. ● Reserved 2,860,800 STI did no AIU awarded restricted shares of its common stock in the amount of 453,316 1,080,984 57,000 135,923 570,000 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Liquidation Preference. In the event of the Company’s liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preferences that may be granted to the holders of any then outstanding shares of preferred stock. Rights and Preferences. Holders of common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock, which the Company may designate and issue in the future. Voting Rights Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Subject to supermajority votes for some matters, matters shall be decided by the affirmative vote of the Company’s stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter, provided that the holders of the Company’s common stock are not allowed to vote on any amendment to the Company’s certificate of incorporation that relates solely to the terms of one or more series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders or one or more such series, to approve such amendment. The affirmative vote of the holders of at least 75% of the votes that all of the Company’s stockholders would be entitled to cast in any annual election of directors and, in some cases, the affirmative vote of a majority of minority stockholders entitled to vote in any annual election of directors are required to amend or repeal the Company’s bylaws, amend or repeal certain provisions of the Company’s certificate of incorporation, approve certain transactions with certain affiliates, or approve the sale or liquidation of the Company. The vote of a majority of minority stockholders applies when an individual or entity and its affiliates or associates together own more than 50% of the voting power of the Company’s then outstanding capital stock. Preferred Stock Prior to the merger, AIU had Series A 6.75% cumulative convertible preferred stock, $ 0.01 par value, 4,606,853 shares of such securities were issued and outstanding as of December 31, 2020. Each share of Series A preferred stock has a stated value equal to the Series A original issue price. The conversion rate to the number of shares of AIU common stock is equal to 1 share for each share of Series A preferred stock. In connection with the securities, they were either converted into AIU common stock and then exchanged for the Company Common Stock or exchanged for shares of the Company’s Series F 6.75% cumulative convertible preferred stock, $ 0.001 par value. The Company has 5,000,000 shares authorized with 4,797,052 and 4,606,853 issued and outstanding as of September 30, 2021 and December 30, 2020, respectively. The Series F Preferred Stock has a stated value of $ 20.00 per share is exchangeable at the option of the holder into approximately 2.38 shares of the Company’s Common Stock, subject to adjustment for specified fundamental transactions such as stock splits, reverse stock splits and stock combinations. See Note 14 - Preferred Stock – Mezzanine, for accounting treatment of the Series F Preferred Stock. The Series A Preferred Stock of the Company that was issued and outstanding prior to the merger remains issued and outstanding. Such preferred stock has a $ .001 2,000,000 328,925 0.01 On December 31, 2018, AIU acquired the businesses of certain affiliates and entities and issued AIU’s Series A Preferred Stock (which has been exchanged for shares of the Company’s Series F Preferred Stock in the merger). Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Dividends and Distributions For the Nine months ended September 30,2021 and September 30, 2020, the Company recognized dividends for the 6.75% Series F preferred stock in the amount of $ 7,617,716 and $ 8,197,740 respectively. For the three months ended September 30,2021 and 2020, the Company recognized dividends for the 6.75% Series F preferred stock in the amount of $ 2,089,878 and $2,712,400, respectively. Warrants The Company has two separate types of warrants that are outstanding: (1) the warrants that were granted and outstanding by STI prior to the effective date of the merger and (2) the warrants assumed by the Company that were granted by AIU prior to the effective date of the merger. STI Warrants Prior to the Merger Effective Date. The following is a summary of such outstanding warrants at September 30 2021: Summary of Outstanding Warrants Common Shares Total Currently Exercisable Exercise Price per Share Expiration Date Warrants related to August 2016 financing 2,481 2,481 $ 646.95 February 2, 2022 Warrants related to December 2016 financing 31,796 31,796 $ 431.3 December 14, 2021 Warrants related to March 2018 financing 7,331 7,331 $ 245.84 September 9, 2023 Warrants related to March 2018 financing 513 513 $ 340.73 March 6, 2023 Warrants related to July 2018 financing 119,241 119,241 $ 75.48 July 25, 2023 Warrants related to July 2018 financing 7,154 7,154 $ 94.35 July 25, 2023 Warrants related to May 2019 financing 5,518 5,518 $ 26.96 May 23, 2024 Warrants related to October 2019 financing 100,719 100,719 $ 5.39 October 10, 2024 Warrants related to October 2019 financing 14,336 14,336 $ 6.74 October 8, 2024 Warrants issued by AIU that after the merger (described below) 3,281,508 3,281,508 $ 5.00 November 15, 2029 Warrants that were issued by AIU and have been assumed by Clearday in the merger. As of September 30 2021, there are 1,376,118 warrants that were issued by AIU to investors in the Alt Care Preferred and units of limited partnership interests in Clearday OZ Fund. As of the effective date of the merger, such warrants were assumed by the Company and amended and restated to represent the same number of shares of the Company’s Common Stock that would have been issued had the holders exercised such warrants in full prior to the effective date of the merger, or an aggregate of 3,281,508 shares of the Company’s Common Stock. Each warrant may be exercised for cash at an exercise price equal to $ 5.00 per share, subject to adjustment for specified fundamental transactions such as stock splits, reverse stock splits and stock combinations. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Prior to the closing of the merger, AIU issued to a consultant that is subject to an development agreement a warrant representing 500,000 11.00 Stock Options At September 30, 2021, we continued to have the two active equity award option plans, the 2003 Equity Incentive Plan and the 2013 Equity Incentive Plan (collectively, the “Stock Option Plan”) that were in effect for STI prior to the effective date of the merger. Although we can only grant new options under the 2013 Equity Incentive Plan. Under our Stock Option Plan, stock awards were made to our former directors, key employees, consultants, and non-employee directors and consisted of stock options, restricted stock awards, performance awards, and performance share awards. Stock options were granted at prices no less than the market value on the date of grant. There were no stock option exercises during the three and nine months ended September 30, 2021. None of the option grantees continued in service after the effective date of the merger. The expiration date for all of the options under the Stock Option Plan granted to any officer, director or consultant is generally the last day of the three (3)-month period following the date that such person ceases their continuous status in such capacity, subject to certain accelerated termination events that are not applicable. As of September 30, 2021, the aggregate outstanding options under the Stock Option Plan was 7,851 shares, at an exercise price per share of $ 19.20 to $ 26,280 with a weighted average exercise price of $ 211.21 . All such options were exercisable. The Stock Option Plan provides for proportionate adjustment to the number of shares represented by the options and the exercise price for certain events, including the reverse stock split and the issuance of the True Up Shares that were effected in connection with the merger. After such adjustments, the aggregate number of shares represented by the options is 3,641 and the price per share is between $ 41.40 and $ 56,672 .74, with a weighted average exercise price equal to $ 455.54. At September 30, 2021, no options had an exercise price less than the current market value. All of the stock options award that were outstanding as of September 30, 2021 were to officers and directors whose service terminated on September 9, 2021 in connection with the merger. Accordingly, all such options that have not been exercised on December 8, 2021 shall expire. Restricted Stock On March 31, 2021, AIU issued an additional 57,000 total shares of restricted common stock to executives of AIU representing approximately 135,600 shares of Clearday, Inc. Common Stock. For the nine months ended September 30, 2021, shares issued of restricted common stock vest over 33 months and the Company valued the 57,000 shares at $ 10 per share, on the date of the agreement. As of September 30, 2021, the Company has awarded restricted stock worth $ 5,103,160 510,316 1,489,540 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Equity of Subsidiary Non-Controlling Interest In November 2019, a certificate of incorporation was entered into by AIU Alt Care for Series I 10.25% cumulative convertible preferred stock, par value $ 0.01 per share that authorizes the issuance of 1,500,000 shares of preferred stock and 1,500,000 of common stock and designated 700,000 as Series I Preferred Stock. Each share of Series I Preferred Stock has a stated value equal to the Series I Preferred Stock original issue price. For the three months ended September 30, 2021 and 2020, $0 and $400,000 was invested in AIU Alt Care, respectively in exchange for 0 and 40,000 shares of such preferred stock, respectively. For the nine months ended September 30, 2021 and 2020, $ 897,000 and $ 955,000 was invest in AIU Alt Care, respectively in exchange for 89,700 and 95,500 shares of such preferred stock, respectively. In October 2019, AIU Alt Care formed AIU Impact Management, LLC and they formed Clearday OZ Fund which is managed by AIU Impact Management, LLC, as the general partner. For the three months ended September 30, 2021 and 2020, $ 1,431,455 and $ 0 was invested in Clearday Oz Fund, respectively, respectively. For the nine months ended September 30, 2021 and 2020, $ 2,444,725 and $ 400,000 was invested in Clearday Oz Fund, respectively. The exchange rate for each of the Alt Care Preferred Stock and the limited partnership units in Clearday OZ Fund to Clearday, Inc. Common Stock is equal to (i) the aggregate investment amount for such security plus accrued dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the merger, these securities were exchangeable to shares of AIU common stock at a rate of 1 share for every $10.00 of aggregate amount of the investment plus such accrued dividends. On March 31, 2020, AIU Alt Care entered into an independent consulting agreement, or the Consulting Agreement, pursuant to which the Company issued 5,000 shares of AIU Alt Care Preferred Stock to the Consultant as partial consideration for financial services rendered. In connection with this transaction, the Company valued the 5,000 shares of AIU Alt Care Preferred Stock at $ 10 per share for $ 50,000 , on the date of the agreement. The vesting date is September 9, 2022. A certain officer was repaid $ 175,000 in the first quarter of 2020 towards a $ 500,000 payable that was owed; the remaining balance of $ 325,000 was converted as of September 30, 2020 to 32,500 shares of Alt Care Preferred Stock and 32,500 warrants to purchase shares of the Company’s common stock. In November 2020, the same officer was issued 6,000 Preferred shares in exchange for a $ 60,000 guaranty fee. See Note 7 – Indemnification Agreements Non-Controlling Interest Loss Allocation. The Company applied ASC 810-10 guidance to correctly allocate the percentage of loss attributable to the NCI of each company. For the nine months ended September 30, 2021, the loss for AIU Alt Care is $ 559,270 334,712 423,742 1,267,440 99% 553,677 331,364 419,506 1,254,766 Cumulative Convertible Preferred Stock and Limited Partnership Interests in Subsidiaries (NCI). For the nine months ended September 30, 2021, AIU Alt Care closed subscriptions and issued and sold 89,700 0.01 244,473 The terms and conditions of the Alt Care Preferred Stock and the limited partnership interests in the Clearday OZ Fund allow the investors in such interests to exchange such securities into the Company’s common stock at the then Company common stock price. For the nine months ended September 30, 2021, AIU Alt Care and Clearday OZ fund has issued 1,270,515 2,010,150 Each warrant has a term of ten years and provides for the purchase of the 1 share of the Company’s common stock at a cash exercise price equal to 50% of the price per share of the Company’s common stock when the Company becomes a public company by filing a registration statement, reverse merger or other transaction. The number of shares of the Company’s common stock and the warrant exercise price will be subject to adjustment for stock dividends, stock splits, combinations or other similar recapitalizations after the initial exercise price has been determined. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Dividends on the Alt Care Preferred Stock and preferred distributions on the units of limited partnership interests in Clearday OZ Fund are at each calendar quarterly month end at the applicable dividend rate ( 10.25% Each of the Company, Alternative Care and Clearday OZ Fund shall redeem the Alt Care Preferred Stock or the units of limited partnership interests on the 10 Year Redemption Date that is ten years after the final closing of the offering. The securities provide for a redemption in cash or shares of common stock at the option of Clearday, Inc., in an amount equal to the unreturned investment in the Alt Care Preferred Stock or units of limited partnership interests. Upon consummation of certain equity offerings prior to May 1, 2022, AIU Alt Care may, at its option, redeem all or a part of the Alt Care Preferred Stock for the liquidation preference plus a make-whole premium. In addition, upon the occurrence of, among other things (i) any change of control, (ii) a liquidation, dissolution, or winding up, (iii) certain insolvency events, or (iv) certain asset sales, each holder may require the Company to redeem for cash all of such holder’s then outstanding shares of Alt Care Preferred Stock. The Certificate of Designation also sets forth certain limitations on the Company’s ability to declare or make certain dividends and distributions and engage in certain reorganizations. The limited partnership agreement has similar provisions. Subject to certain exceptions, the holders of Alt Care Preferred Stock and the units of limited partnership interests have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock or partnership interests, and are not be entitled to call a meeting of such holders for any purpose, nor are they entitled to participate in any meeting of the holders of the Company’s common stock or participate in the management of Clearday OZ Fund by its general partner.

Preferred Stock - Mezzanine

Preferred Stock - Mezzanine	9 Months Ended
	Sep. 30, 2021
Preferred Stock - Mezzanine
Preferred Stock - Mezzanine	14. Preferred Stock - Mezzanine The Company has 10,000,000 0.001 5,000,000 designated as Series F Preferred Stock and 4,797,082 shares outstanding as of September 30, 2021. Pursuant to the Certificate of Designations of Series F Preferred Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (“Liquidation Event”), including any Deemed Liquidation Event, as defined in the Certificate of Designations and unless otherwise determined by the majority of the holders of the Series F Preferred Stock that a transaction is not a Deemed Liquidation Event, the holders of the then outstanding Series F Preferred Stock shall be entitled to be paid a liquidation preference (“Preference Amount”) out of the assets of the Company available for distribution to its stockholders equal to the original issue price and, plus any accumulated and unpaid dividends. As the payment of this Preference Amount is not solely within the control of the Company, the Series F Preferred Stock does not qualify as permanent equity and has been classified as mezzanine or temporary equity. The Series F Preferred Stock is not redeemable, and it was not probable that there would be a Liquidation Event as of September 30, 2021. Therefore, the Company is not currently required to accrete the Series F Preferred Stock to the aggregate liquidation value.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	15. Income Taxes The Company did no The Company evaluates its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company has assessed its position and decided that a 100% Schedule of Tax Provision 2021 2020 For the three months ended September 30, 2021 2020 Current tax provision (benefit): Federal $ $ State - - Total current tax benefit - - Deferred Tax provision: Federal - - State - - Total deferred tax provision - - Total tax provision $ - $ - Schedule of Federal Statutory Income Tax Rate For the Three Months ended September 30, 2021 2020 Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 6.7 % 6.9 % Other differences, net 0 % 0 % Valuation allowance -27.7 % -27.9 % Effective tax rate - % - %

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	15. Subsequent Events We evaluated subsequent events and transactions occurring after September 30, 2021 through the date of this Report. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Sale of the Buda Property. On October 1, 2021, Pritor Longhorn Buda Hotel, LLC, a subsidiary of the Company (“Buda”), completed the disposition of one of the Company’s non-core assets: an improved property located in Buda, Texas (the “Buda Property”) that was previously operated as a franchised hotel. As previously reported, the operations for the Company’s hotel properties that it owned during 2020, including the Buda Property, were effectively suspended in response to the COVID-19 pandemic in April, 2020. The Buda Property was one of the Company’s assets held for disposition. The sales price attributable for the Buda Property was $ 4,350,000 402,000 4,500,000 120,000 186,154 The $ 120,000 The sale of the Buda Property completes the sale or disposition of all of the Company’s hotel properties and relieves approximately $ 4,500,000 4,100,000 Sale of Undivided Interests in the Naples Property. The Company sold undivided interests in the land and improvements (the “ Naples Property Naples Facility 3,141,000 was received by Clearday for the sale of undivided interests equal to 67.36% of the aggregate interests in the Naples Property. The remaining 32.64% of the undivided interests in the Naples Property will be retained by MCA Naples, LLC. The undivided property interests will be held as a tenancy in common under the terms of a Tenant in Common Agreement (“TIC Agreement”). The closing of the purchase and sale of the undivided interests is subject to the closing conditions set forth in the purchase agreement, including the consent to purchase and sale by the existing mortgage lender or refinancing of the mortgage debt. The purchase agreement provided for a non-refundable advance of the purchase price. Accordingly, the aggregate purchase price amount has been received by the Company. This transaction was reported by the Company in a Current Report on Form 8K that was filed on November 1, 2021. Receipt of ERTC Refunds. The Company received an additional $ 65 2,201,316 of such refunds. Joint Venture for the Development of Robotic Services. On November 11, 2021, we entered into a Strategic Alliance, Development and Distribution Terms Agreement (the “JV Agreement”) with Invento Research Inc. (“Invento”) to focus on the development and deployment of robotic services that combine content and uses (or robotic applications) that empower, enhance and protect care workers providing services in the following (collectively, the “JV Core Business Market”): (1) the home and residential health and non-acute care markets, (2) residential care facilities such as assisted living, nursing home, skilled nursing and memory care facilities, (3) health care markets through hospitals, doctor offices, ambulatory surgical care centers, urgent care centers, and medical clinics, and (4) laboratories (e.g., facilities that administer blood testing services), occupational and physical therapy centers, and (5) telehealth applications.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation . The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiaries. In 2019, AIU Alternative Care, Inc., a Delaware corporation (“AIU Alt Care”) and Clearday Alternative Care Oz Fund, L.P, a Delaware limited partnership (“Clearday OZ Fund”), were formed. The Company owns all of the voting interests of AIU Alt Care and the sole general partner of Clearday OZ Fund, and less than 1 In November, 2019, AIU Alt Care filed a certificate of designation that authorized preferred stock designated as the Series I 10.25% cumulative convertible preferred stock, par value $ 0.01 per share (the “Alt Care Preferred Stock”). The certificate of incorporation of AIU Alt Care authorizes 1,500,000 shares of preferred stock of which 700,000 is designated Alt Care Preferred Stock; and 1,500,000 of common stock. Each share of The Alt Care Preferred Stock has a stated value equal to the $ 10.00 Alt Care Preferred Stock original issue price. For the nine months ended September 30, 2021, $ 897,000 was invested in AIU Alt Care in exchange for 89,700 shares of Alt Care Preferred Stock. In October, 2019, AIU Alt Care formed AIU Impact Management, LLC and Clearday OZ Fund was formed. AIU Impact Management, LLC manages Clearday OZ Fund as its general partner, owns 1 % of Clearday OZ Fund and allocates 99 % of income gains and losses accordingly to the limited partners. For the nine months ended September 30, 2021, Clearday OZ Fund issued 244,462 units of limited partnership units in the amount $ 2,444,621 . The exchange rate for each of the Alt Care Preferred Stock and the limited partnership units in Clearday OZ Fund are equal to (i) the aggregate investment amount for such security plus accrued and unpaid dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the merger, the exchange rate was 1 share for every $10.00 of aggregate amount of the investment plus such accrued dividends The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the unaudited condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statement of operations. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual financial statements of the Company and of AIU that are contained in the Merger Registration Statement. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated upon consolidation. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.
Basis of Presentation.	Basis of Presentation. The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications.	Reclassifications. Certain prior period amounts have been reclassified on the accompanying condensed consolidated statements of operations and cash flows to conform to the current period presentation. This reclassification had no effect on previously reported net income (loss), deficit or cash flows from operating activities.
Classification of Convertible Preferred Stock.	Classification of Convertible Preferred Stock. In 2021, the Company applied ASC 480, distinguishing liabilities from equity, and revised the consolidated financial statement presentation of its convertible preferred stock whose redemption is outside the control of the issuer. Registrants having such securities outstanding are required to present separately, in balance sheets, amounts applicable to the following three general classes of securities: (i) preferred stocks subject to mandatory redemption requirements or whose redemption is outside the control of the issuer; (ii) preferred stocks which are not redeemable or are redeemable solely at the option of the issuer; and (iii) common stocks. In addition, the rules require disclosure of redemption terms, five-year maturity data, and changes in redeemable preferred stock
Unaudited Interim Financial Information.	Unaudited Interim Financial Information. The unaudited condensed consolidated financial statements as of September 30, 2021, and for the three and nine months ended September 30, 2021 and 2020, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and GAAP. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company, these unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to present fairly the Company’s financial position, results of operations and cash flows. Interim results are not necessarily indicative of results for a full year or future periods. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020 and the audited consolidated financial statements of AIU that are included in the Merger Registration Statement.
Use of Estimates.	Use of Estimates. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities and contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Management believes that these estimates and assumptions are reasonable, however, actual results may differ and could have a material effect on future results of operations and financial position. The impact of the COVID-19 pandemic could continue to have a material adverse effect on the Company’s business, results of operations, financial condition, liquidity and prospects in the near-term and beyond 2020. While management has used all currently available information in its forecasts, the ultimate impact of the COVID-19 pandemic on its results of operations, financial condition and cash flows is highly uncertain, and cannot currently be accurately predicted. The Company’s results of operations, financial condition and cash flows are dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, such as a lengthy or severe recession or any other negative trend in the U.S. or global economy and any new information that may emerge concerning the COVID-19 outbreak and the actions to contain it or treat its impact, which at the present time are highly uncertain and cannot be predicted with any accuracy. Significant estimates in our condensed consolidated financial statements relate to revenue recognition, including contractual allowances, the allowance of doubtful accounts, self-insurance reserves, long-lived assets, impairment of long-lived assets and estimates concerning our provisions for income taxes. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)
Fair Value of Financial Instruments.	Fair Value of Financial Instruments. The Company’s financial instruments are limited to cash, accounts receivable, debt and equity investments, accounts payable, operating leases and mortgage notes payable. The fair value of these financial instruments was not materially different from their carrying values at September 30, 2021.
Segment Reporting.	Segment Reporting. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment.
Cash, and Restricted Cash.	Cash, and Restricted Cash. Cash, consisting of short-term, highly liquid investments and money market funds with original maturities of three months or less at the date of purchase, are carried at cost plus accrued interest, which approximates market. Restricted cash as of September 30, 2021 and December 31, 2020 includes cash that the Company deposited as security for obligations arising from property taxes, property insurance and replacement reserve the Company is required to establish escrows as required by its mortgages and certain resident security deposits.
Investments.	Investments. The Company follows ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The Company only has one investment in securities as of September 30, 2021 and applies the Fair Value approach to record and revalue the share prices on a mark to market basis at each reporting interim period since the original purchase agreement. All common stock has been marked to market to reflect the current value of the shares.
Goodwill.	Goodwill. Goodwill, which has an indefinite useful life, represents the excess of purchase consideration over fair value of net assets acquired. The Company’s goodwill as of September 30, 2021 is associated with STI’s business prior to the Merger and its other acquisition for Primrose Wellness Group LLC by AIU prior to the merger ( See Note 11 – Acquisitions
Software Capitalization.	Software Capitalization. With regards to developing software, any application costs incurred during the development state, both internal expenses and those paid to third parties are capitalized and amortized per ASC350-40 . Once the software has been developed, the costs to maintain and train others for its use will be expensed.
Risks and Uncertainties.	Risks and Uncertainties. The Company’s financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, investments and trade receivables. At certain times throughout the year, the Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institutions in which those deposits are held. The Company performs ongoing credit evaluations of its customers, and the risk with respect to trade receivables is further mitigated by the diversity, both by geography, of the customer base. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carry back periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. The Company continues to examine the impact that the CARES Act may have on its business. Currently, the Company is unable to determine the impact that the CARES Act will have on its financial condition, results of operations, or liquidity. The CARES Act also appropriated funds for the U.S. Small Business Administration Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations and employment related tax credits to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19.
Comprehensive Income (Loss).	Comprehensive Income (Loss). The Company is required to report all components of comprehensive income (loss), including net income (loss), in the accompanying condensed consolidated financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments .
Earnings Per Share.	Earnings Per Share. Basic and diluted earnings per share are computed and disclosed in accordance with FASB ASC Topic 260, Earnings Per Share. The Company utilizes the two-class method to compute earnings available to common shareholders. Under the two-class method, earnings are adjusted by accretion amounts to redeemable noncontrolling interests recorded at redemption value. The adjustments represent dividend distributions, in substance, to the noncontrolling interest holder as the holders have contractual rights to receive an amount upon redemption other than the fair value of the applicable shares. As a result, earnings are adjusted to reflect this in substance distribution that is different from other common shareholders. In addition, the Company allocates net earnings to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company’s participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders. Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.
Accounts Receivable and Allowance for Doubtful Accounts.	Accounts Receivable and Allowance for Doubtful Accounts. The Company records accounts receivable at their estimated net realizable value. Additionally, the Company estimates allowances for uncollectible amounts based upon factors which include, but are not limited to, historical payment trends, write-off experience, and the age of the receivable as well as a review of specific accounts, the terms of the agreements, the residents, the payers’ financial capacity to pay and other factors which may include likelihood and cost of litigation. The allowance for doubtful accounts reflects estimates that the Company periodically reviews and revises based on new information, to which revisions may be material. The Company’s allowance for doubtful accounts consists of the following: Schedule of Allowance for Doubtful Accounts Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-offs Balance at December 31, 2020 63,895 68,911 (63,895 ) 68,911 September 30, 2021 68,911 108,360 (68,911 ) 108,360
Assets and Liabilities Held for Sale.	Assets and Liabilities Held for Sale. The Company designated its real estate and hotels as held for sale when it is probable these non-core business assets will be sold within one year. The Company records these assets on the unaudited condensed consolidated balance sheets at the lesser of the carrying value and fair value less estimated selling costs. If the carrying value is greater than the fair value less the estimated selling costs, the Company records an impairment charge. The Company evaluates the fair value of the assets held for sale each period to determine if it has changed (See Note 5 – Discontinued Operations). Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)
Property and Equipment.	Property and Equipment. Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Schedule of Estimated Useful Lives Asset Class Estimated Useful Life (in years) Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 The Company regularly evaluates whether events or changes in circumstances have occurred that could indicate impairment in the value of the Company’s long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. The Company determines estimated fair value through an evaluation of recent financial performance, recent transactions for similar assets, market conditions and projected cash flows using standard industry valuation techniques. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods and estimated capitalization rates (Level 3).
Valuation of Long-Lived Assets.	Valuation of Long-Lived Assets. Long-lived assets to be held and used, including property and equipment, right to use assets and definite life intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. As of September 30, 2021, the Company has recognized certain impairments, See Note 3 - Real Estate, Property and Equipment, Net.
Gain (Loss) on Sale of Assets.	Gain (Loss) on Sale of Assets. The Company enters into real estate transactions which may include the disposal of certain commercial shopping centers and hotels, including the associated real estate; such transactions are recorded in Note 5 – Discontinued Operations. The Company recognizes gain or loss on these property sales when the transfer of control is complete. The Company recognizes gain or loss from the sale of equity method investments when the transfer of control is complete, and the Company has no continuing involvement with the transferred financial assets.
Legal Proceedings and Claims.	Legal Proceedings and Claims. The Company has been, is currently, and expects in the future to be involved in claims, lawsuits, and regulatory and other government audits, investigations and proceedings arising in the ordinary course of the Company’s business, some of which may involve material amounts. The Company establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Contingencies Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)
Lease Accounting.	Lease Accounting. The Company follows FASB ASC Topic 842, Leases
Lessee.	Lessee. The Company regularly evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contacts with customers). The Company’s lease agreements primarily consist of building leases. These leases generally contain an initial term of 15 to 17 years and may contain renewal options. If the Company’s lease agreements include renewal option periods, the Company includes such renewal options in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. The Company classifies its lessee arrangements at inception as either operating leases or financing leases. A lease is classified as a financing lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for financing lease classification is met. The Company has no financing leases as of September 30, 2021. ROU assets associated with operating leases are included in “Right of Use Asset” on the Company’s unaudited condensed balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in “Lease Liabilities, Current” and “Lease Liabilities, Long-Term” on the Company’s balance sheet as of September 30, 2021. ROU assets represent the Company’s right to use an underlying asset for the estimated lease term and lease liabilities represent the Company’s present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s ROU assets are measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the contract’s estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised. The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets.
Lessor.	Lessor. The Company’s lessor arrangements primarily included tenant contracts within shopping centers, which is included in discontinued operations. The Company classifies its leases at inception as operating, direct financing, or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company’s tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI) and is included in discontinued operations. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions. Certain of the Company’s arrangements with tenants contain both lease and non-lease components. In such circumstances, the Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that the lease components represent the predominant component of the arrangement. Income Taxes. The Company’s income tax expense includes U.S. income taxes. Certain items of income and expense are not reported in tax returns and financial statements in the same year. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences to be included in the Company’s unaudited condensed consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, while the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent, the Company believes that the Company is more likely than not that all or a portion of deferred tax assets will not be realized, the Company establishes a valuation allowance to reduce the deferred tax assets to the appropriate valuation. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a given period, the Company includes the related tax expense or tax benefit within the tax provision in the unaudited condensed consolidated statement of operations in that period. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the future, if the Company determines that it would be able to realize its deferred tax assets in excess of their net recorded amount, the Company will make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the unaudited condensed consolidated statement of operations in that period. The Company pays franchise taxes in certain states in which it has operations. The Company has included franchise taxes in general and administrative and operating expenses in its unaudited condensed consolidated statements of operations.
Revenue Recognition.	Revenue Recognition. The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers, A substantial portion of the Company’s revenue at its independent living and assisted living communities relates to contracts with residents for services that are generally under ASC Topic 606. The Company’s contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short-term in nature. The Company has determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded as a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when the Company’s performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services provided are not material to our unaudited consolidated financial statements. Some of our senior living communities require payment of an upfront entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in accrued expenses and other current liabilities in our unaudited condensed consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident’s agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our unaudited condensed consolidated financial statements. Revenue for basic housing and support services and additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. Core Business – Continuing Operations. Resident Care Contracts. Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. Schedule of Revenue from Contract with Customers For the three months ended September 30, 2021 % 2020 % Revenue from contracts with customers: Resident rent - over time $ 2,731,655 96 % $ 2,487,496 94 % Amenities and conveniences - point in time 119,922 4 % 149,330 6 % Total revenue from contracts with customers $ 2,851,577 $ 2,636,826 For the nine months ended September 30, 2021 % 2020 % Revenue from contracts with customers: Resident rent - over time $ 9,533,855 96 % $ 8,742,241 94 % Amenities and conveniences - point in time 359,765 4 % 563,772 6 % Total revenue from contracts with customers $ 9,893,620 $ 9,306,013 The following table presents revenue disaggregated by type of contract: Schedule of Disaggregated Revenue For the three Months ended September 30, 2021 2020 Revenue from contracts with customers: Resident rent $ 2,526,864 $ 2,487,496 Ancillary 256,368 66,504 Assisted living 66,845 70,076 Move-in fees 1,500 12,750 Total revenue from contracts with customers $ 2,851,577 $ 2,636,826 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) For the nine Months ended September 30, 2021 2020 Revenue from contracts with customers: Resident rent $ 8,924,490 $ 8,742,241 Ancillary 755,596 329,300 Assisted living 200,534 200,463 Move-in fees 13,000 34,009 Total revenue from contracts with customers $ 9,893,620 $ 9,306,013 Other Operating Income. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law. Under the CARES Act, the U.S. Department of Health and Human Services, or HHS, established the Provider Relief Fund. The Provider Relief Fund was further supplemented on December 27, 2020 by the Consolidated Appropriations Act, 2021. Retention and use of the funds received under the CARES Act are subject to certain terms and conditions, including certain reporting requirements. Other operating income includes income recognized for funds received pursuant to the Provider Relief Fund of the CARES Act for which the Company has determined that it was in compliance with the terms and conditions of the Provider Relief Fund of the CARES Act. The Company recognized other operating income in its condensed consolidated statements of operations to the extent it had estimated that it had COVID-19 incurred losses or related costs for which provisions of the CARES Act is intended to compensate. The amount of income recognized for these estimated losses and costs is limited to the amount of funds received during the period in which the estimated losses and costs were recognized or incurred or, if funds were received subsequently, the period in which the funds were received. During the nine months ended September 30, 2021 the Company has received HHS Government grants amounting to $ 289,487 675,868 Note 1 - Description of Business, Basis of Presentation, Summary of Significant Accounting Policies, Liquidity and Going Concern – HHS Government Grants”). Discontinued Operations. Hotels. The hotels’ results of operations consist primarily of room rentals, food and beverage sales and other ancillary goods and services from hotel properties. Hotel operating revenues are disaggregated into room revenue, ancillary hotel revenue and other revenue on the unaudited consolidated statements of operations. Revenues are recorded net of any discounts or sales, occupancy or similar taxes collected from customers at the hotels, in the unaudited condensed consolidated statements of operations under discontinued operations. Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or more nights. The Company’s performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night. Food and beverage revenues are generated when customers purchase food and beverage at a hotel’s restaurant, bar or other facilities. The Company’s performance obligations are fulfilled at the time that food and beverage is purchased and provided to the customers. Other revenues such as cancellation fees, telephone services or ancillary services such as laundry are recognized at the point in time or over the time period that the associated good or service is provided. Payment received for a future stay is recognized as an advance deposit, which is included in Other Current Liabilities in Discontinued Operations on the Company’s consolidated balance sheet (see Note 5 – Discontinued Operations). Advance deposits are recognized as revenue when rooms are occupied, or goods or services have been delivered or rendered to customers. Advance deposits are generally recognized as revenue within a one-year period. Commercial Shopping Centers and other Rental Properties: Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Cost of Product Revenue. Cost of product revenue represents direct and indirect costs incurred to bring the product to saleable condition. Research and Development Expenses. All research and development costs are charged to expense as incurred. Research and development expenses primarily include (i) payroll and related costs associated with research and development performed, (ii) costs related to clinical and preclinical testing of the Company’s technologies under development, and (iii) other research and development costs including allocations of facility costs. PPP Loan s The Company recognizes Paycheck Protection Program loans (PPP loans) under the Small Business Administration as debt instruments in accordance with ASC 470, Debt. HHS Government Grants. The Company recognizes income for government grants when grant proceeds are received and the Company determines it is reasonably assured that it will comply with the conditions of the grant, the Company will recognize the distributions received in the income statement on a systematic and rational basis. The Company will estimate the fair value of the grant using the applicable HHS definitions of health care related expenses and lost revenue attributable to COVID-19, considering the Company’s projected and actual results at the end of each reporting period. Upon conclusion that Clearday, Inc. is reasonably assured that it has met the conditions of the grant, it must measure the amount of unreimbursed health-care related expenses and lost revenue related to COVID-19 at the end of each reporting period and release that amount from Refundable Advance to Other Revenue. During the nine months ended September 30, 2021 the Company has received grant amounting to $ 289,487 $675,868 ERTC Funds. The Company is eligible to claim the employee retention tax credit (“ERTC”) for certain of our employees under the CARES act. The refundable tax credit for 2021 is available to employers that fully or partially suspend operations during any calendar quarter in 2021 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings due to COVID-19, and is equal to 70% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $ 7,000 per employee. We estimate that we will be eligible to claim tax credits of approximately $ 1.6 million per quarter for 2021. The credit was modified and extended for wages paid from January 1, 2021 through December 31, 2021 by the Consolidated Appropriations Act, 2021. Certain of these credits are obtained by refunds of employer taxes that have been paid and other amounts were obtained by reducing the amount of withholdings remitted to the IRS. The ERTC has recently been terminated as of fourth quarter of 2021. General and Administrative Expenses. General and administrative expenses represent personnel costs for employees involved in general corporate functions, including finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expenses consist of professional fees for legal (including patent costs), audit and other consulting services, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs, depreciation and amortization, and other general corporate overhead expenses. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)
Recently Issued Accounting Pronouncements Not Yet Adopted.	Recently Issued Accounting Pronouncements Not Yet Adopted. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments-Credit Losses In December 2019, the FASB also issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes
Merger.	Merger. On September 9, 2021, the Company completed the merger that is described in Note 1 in this Report “Description of business, Basis of Presentation, Summary of Significant Accounting Policies, Liquidity and Going Concern - Merger between Allied Integral Untiled, Inc and AIU Special merger Company, Inc and Name Change.” The merger was accounted for as a reverse asset acquisition pursuant to Topic 805, Clarifying the Definition of a Business The total preliminary purchase price paid in the Merger has been preliminarily allocated to the net assets acquired and liabilities assumed based on their fair values as of the completion of the Merger. The following summarizes the preliminary allocation of the preliminary purchase price paid in the Merger (in thousands, except share and per share amounts): Schedule of Net Assets Acquired and Liabilities Assumed 2021 Number of shares of the combined organization owned by the Company’s pre-merger stockholders 1,276,042 Multiplied by the fair value per share of Superconductor common stock $ 2.65 Fair value of consideration issued to effect the Merger (preliminary) $ 3,381,510 Transaction costs - Purchase price $ 3,381,510 The allocation of the purchase price is as follows Cash acquired $ 259,005 Net assets acquired: Prepaid expenses 162,434 Inventory 68,000 Investment in AIU real estate (eliminated in consolidation) 1,600,000 Accounts payable and accrued expenses (298,353 ) Accrued compensation (1,000,000 ) Debt assumed (468,040 ) Total net assets 64,041 Fair value of excess of purchase price over net assets acquired – Preliminary Goodwill 3,058,464 Purchase price $ 3,381,510 The purchase price allocation is preliminary. We continue to obtain and assess information with regard to certain estimates and assumptions. We will record adjustments to the fair value of the assets acquired, liabilities assumed and intangible assets within the twelve month measurement period to the extent necessary.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of Allowance for Doubtful Accounts	The allowance for doubtful accounts reflects estimates that the Company periodically reviews and revises based on new information, to which revisions may be material. The Company’s allowance for doubtful accounts consists of the following: Schedule of Allowance for Doubtful Accounts Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-offs Balance at December 31, 2020 63,895 68,911 (63,895 ) 68,911 September 30, 2021 68,911 108,360 (68,911 ) 108,360
Schedule of Estimated Useful Lives	Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Schedule of Estimated Useful Lives Asset Class Estimated Useful Life (in years) Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7
Schedule of Revenue from Contract with Customers	Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. Schedule of Revenue from Contract with Customers For the three months ended September 30, 2021 % 2020 % Revenue from contracts with customers: Resident rent - over time $ 2,731,655 96 % $ 2,487,496 94 % Amenities and conveniences - point in time 119,922 4 % 149,330 6 % Total revenue from contracts with customers $ 2,851,577 $ 2,636,826 For the nine months ended September 30, 2021 % 2020 % Revenue from contracts with customers: Resident rent - over time $ 9,533,855 96 % $ 8,742,241 94 % Amenities and conveniences - point in time 359,765 4 % 563,772 6 % Total revenue from contracts with customers $ 9,893,620 $ 9,306,013
Schedule of Disaggregated Revenue	The following table presents revenue disaggregated by type of contract: Schedule of Disaggregated Revenue For the three Months ended September 30, 2021 2020 Revenue from contracts with customers: Resident rent $ 2,526,864 $ 2,487,496 Ancillary 256,368 66,504 Assisted living 66,845 70,076 Move-in fees 1,500 12,750 Total revenue from contracts with customers $ 2,851,577 $ 2,636,826 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) For the nine Months ended September 30, 2021 2020 Revenue from contracts with customers: Resident rent $ 8,924,490 $ 8,742,241 Ancillary 755,596 329,300 Assisted living 200,534 200,463 Move-in fees 13,000 34,009 Total revenue from contracts with customers $ 9,893,620 $ 9,306,013
Schedule of Net Assets Acquired and Liabilities Assumed	The total preliminary purchase price paid in the Merger has been preliminarily allocated to the net assets acquired and liabilities assumed based on their fair values as of the completion of the Merger. The following summarizes the preliminary allocation of the preliminary purchase price paid in the Merger (in thousands, except share and per share amounts): Schedule of Net Assets Acquired and Liabilities Assumed 2021 Number of shares of the combined organization owned by the Company’s pre-merger stockholders 1,276,042 Multiplied by the fair value per share of Superconductor common stock $ 2.65 Fair value of consideration issued to effect the Merger (preliminary) $ 3,381,510 Transaction costs - Purchase price $ 3,381,510 The allocation of the purchase price is as follows Cash acquired $ 259,005 Net assets acquired: Prepaid expenses 162,434 Inventory 68,000 Investment in AIU real estate (eliminated in consolidation) 1,600,000 Accounts payable and accrued expenses (298,353 ) Accrued compensation (1,000,000 ) Debt assumed (468,040 ) Total net assets 64,041 Fair value of excess of purchase price over net assets acquired – Preliminary Goodwill 3,058,464 Purchase price $ 3,381,510

Real Estate, Property and Equ_2

Real Estate, Property and Equipment, Net (Tables)	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Schedule of Real Estate, Property and Equipment	Memory Care Facilities and Corporate Schedule of Real Estate, Property and Equipment Estimated Useful Lives September 30, 2021 December 31, 2020 Land $ 1,255,477 $ 1,940,389 Building and building improvements 39 5,339,754 7,277,693 Furniture, fixtures, and equipment 3 7 3,955,120 2,588,781 Total 10,550,351 11,806,863 Less accumulated depreciation (3,328,850 ) (2,953,579 ) Real estate, property and equipment, net $ 7,221,501 $ 8,853,284 Non-core businesses classified as assets held for sale: Estimated Useful Lives September 30, 2021 December 31, 2020 Land $ 3,070,537 $ 4,288,915 Building and building improvements 39 3,648,016 5,898,419 Furniture, fixtures and equipment 5 7 1,692,672 2,099,568 Other 3 5 75,940 200,969 Total 8,487,165 12,487,871 Less accumulated depreciation (2,313,268 ) (4,175,035 ) Real estate, property and equipment, net $ 6,173,897 $ 8,312,836

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2021
Leases
Summary of Lease Cost	For the three and nine months ended September 2021 and September 30, 2021, the lease costs recorded in the unaudited condensed consolidated statement of operations are as follows: Summary of Lease Cost For the nine months ended September 30, 2021 2020 Lease costs: Operating lease costs $ 3,730,560 $ 3,446,277 Short-term lease costs 33,752 77,335 Total lease costs $ 3,764,312 $ 3,523,612 For the three months ended September 30, 2021 2020 Lease costs: Operating lease costs $ 1,243,520 $ 917,336 Short-term lease costs 7,830 24,843 Total lease costs $ 1,251,350 $ 942,179
Summary of Operating Lease Liabilities	The following table summarizes the maturity of the Company’s operating lease liabilities as of September 30, 2021: Summary of Operating Lease Liabilities Year Ending September Operating Leases 2021 (Remaining of 2021) $ 990,358 2022 4,026,961 2023 4,121,550 2024 4,218,384 2025 4,310,799 2026 4,439,167 2027 4,537,167 Thereafter 39,945,641 Total minimum lease payments $ 66,590,027 Less: amounts representing interest 28,776,778 Present value of future minimum lease payments 37,823,249 Less current portion 911,745 Non-current lease liabilities $ 36,911,504

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2021
Discontinued Operations and Disposal Groups [Abstract]
Summary of Non-core Assets	Summary of Non-core Assets Commercial Hotel Property Parcel - Commercial Property #2 Total 2020 Contract sales price $ 13,300,000 $ 2,500,000 $ 700,000 $ 16,500,000 Fees (1,461,312 ) (134,043 ) - (1,595,355 ) Seller buildout obligation (856,085 ) - - (856,085 ) Net book value of assets 6,425,983 1,981,889 622,466 9,030,338 Gain/(loss) on sale of assets $ 4,556,620 $ 384,068 $ 77,534 $ 5,018,222
Schedule of Discontinued Operations for Consolidated Balance Sheets and Income Statements	The following statements are the unaudited condensed consolidated balance sheets and income statements for the Company’s discontinued operations: Schedule of Discontinued Operations for Consolidated Balance Sheets and Income Statements September 30, 2021 December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 72,993 $ 343,044 Restricted cash - 8,201 Accounts receivable 100 18,421 Prepaid expenses 77,205 23,641 Total current assets 150,298 393,307 Investments in non-consolidated entities - 77,056 Note Receivables 6,323 6,323 Real estate, property and equipment, net 6,173,897 8,312,836 Total long-term assets held for sale 6,330,518 8,396,215 TOTAL ASSETS $ 6,330,518 $ 8,789,522 LIABILITIES Current liabilities: Accounts payable $ 699 $ 66,650 Accrued expenses 1,168,627 1,031,584 Accrued interest 133,170 133,170 Current portion of long-term debt 1,858,223 4,107,599 Total current liabilities 3,160,719 5,339,003 Long-term liabilities: Note payable 530,596 784,945 Long-term debt, less current portion 4,897,241 5,121,760 Total long-term liabilities held for sale 5,427,837 5,906,705 TOTAL LIABILITIES $ 8,488,556 $ 11,245,708 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (unaudited) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 REVENUES Hotel room and other revenue $ - $ 2,120 $ - $ 352,207 Commercial property rental revenue 21,493 20,867 63,853 236,688 Total revenues, net 21,493 22,987 63,853 588,895 Costs and expenses Operating expenses 20,935 22,720 93,689 477,954 General and administrative expenses 422,421 467,522 751,105 1,390,212 Total operating expenses 443,356 490,242 844,794 1,868,166 Loss from operations (421,864 ) (467,255 ) (780,941 ) (1,279,271 ) Other/(income) expenses Interest expense 27,411 182,115 190,010 592,876 Gain on disposal of assets - - - (4,634,154 ) Equity income from investees, net of applicable taxes - - 15,000 (787,044 ) Impairment expense (recovery) - - (811,061 ) - Other (income) expenses 52,558 250,514 (305,301 ) 451,872 Total (income)/expense (79,969 ) 432,629 (911,352 ) (4,376,450 ) Net (loss) income $ (501,833 ) $ (899,884 ) $ 130,411 $ 3,097,179

Indebtedness (Tables)

Indebtedness (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
Schedule of Long Term Debt	Schedule of Long Term Debt As of September 30, 2021 Continuing Core Discontinued Non-Core Total Long-term Debt As of September 30, Continuing Core Discontinued Non-Core Total 2021 (Reminder of 2021) $ 407,462 $ 1,758,223 $ 2,165,685 2022 10,392,732 284,366 10,677,098 2023 360,000 499,185 859,185 2024 360,000 214,760 574,760 2025 360,000 231,519 591,519 Thereafter 2,245,804 4,275,250 6,521,054 Total obligations $ 14,125,998 $ 7,263,303 $ 21,389,301
Summary of Long Term Debt and Notes Payables	The following table summarizes the maturity of the Company’s long-term debt and notes payable as of September 30, 2021: Summary of Long Term Debt and Notes Payables Maturity Date Interest Rate September 30, 2021 December 31, 2020 Memory Care (Core) Facilities: Naples Mortgage December 2041 3.99 % $ - $ 2,731,100 Naples Equity Loan May 2022 9.95 % 4,550,000 - Libertas Financing Agreement May 2022 33.00 % 488,408 - New Braunfels Samson Funding 1 April 2022 25.00 % 142,000 - New Braunfels Samson Group 2 April 2022 39.00 % 142,000 - Naples Operating Samson Funding April 2022 31.00 % 150,000 - Naples LLC CFG Merchant Solutions September 2022 15.00 % 275,000 Clearday Operating PPP Loans January 2022 1.00 % 468,040 - AGP July 2022 2.00 % 2,630,000 - MCA Invesque Loan (1) January 2022 8.50 % 178,852 1,610,577 New Braunfels Business Loan June 2022 6.25 % 105,463 185,359 Gearhart Loan (2) December 2021 7.00 % 238,578 238,578 Five C’s Loan December 2021 9.85 % 325,000 325,000 SBA PPP Loans February 2022 1.00 % 2,525,108 1,364,962 Equity Secure Fund I, LLC June 2022 15.00 % 1,000,000 - Notional amount of debt 13,218,449 6,455,576 Less: current maturities 10,453,977 1,623,375 Unamortized Discount 148,254 - $ 2,616,218 $ 4,832,201 Non-core businesses classified as liabilities held for sale: Hotels: Seaworld Hotel Note (3) January 2021 Variable $ 299,000 $ 3,395,000 Buda Hotel Note (4) January 2037 Variable 4,013,425 4,046,771 SBA PPP Loan May 2022 1.00 % 604,800 255,300 Buda Tax Loans (5) June 2028 8.99 % 466,713 271,365 2K Hospitality Secured Note October 2022 None 120,000 - Notional amount of debt 5,503,938 7,968,436 Less: current maturities 1,045,624 3,395,000 $ 4,358,314 $ 4,573,436 Real Estate: Artesia Note (6) June 2033 Variable $ 228,769 $ 238,168 Tamir Note March 2022 12.00 % 300,000 300,000 Leander Note April 2022 12.75 % 700,000 700,000 Notional amount of debt 1,228,769 1,238,168 Less: current maturities 712,599 712,599 $ 516,170 $ 525,569

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
Schedule of Anti-dilutive Shares Computation of Earnings (Loss) Per Share	The following tables set forth the potentially dilutive shares that were anti-dilutive in their respective periods as the Company had net losses in 2021 and 2020, respectively. Schedule of Anti-dilutive Shares Computation of Earnings (Loss) Per Share Dilution shares calculation For the Nine Months ended September 30, 2021 2020 Series A Convertible Preferred Stock 64 182 Series F 6.75% Convertible Preferred Stock 11,439,480 11,439,691 Series I 10.25% Convertible Preferred Stock 1,789,495 567,561 Limited Partnership Units 2,864,607 1,392,028 Warrants 3,281,508 1,828,242 Stock Options 3,641 7,863 Total participating securities 19,378,796 15,235,566

Goodwill (Tables)

Goodwill (Tables)	9 Months Ended
	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule Of Goodwill	Schedule Of Goodwill Primrose Wellness Group, LLC Merger Goodwill as of January 1, 2021 $ - $ - Goodwill arising from acquisitions 223,929 3,058,464 Goodwill as of September 30, 2021 $ 223,929 $ 3,058,464

Deficit (Tables)

Deficit (Tables)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Summary of Outstanding Warrants	The following is a summary of such outstanding warrants at September 30 2021: Summary of Outstanding Warrants Common Shares Total Currently Exercisable Exercise Price per Share Expiration Date Warrants related to August 2016 financing 2,481 2,481 $ 646.95 February 2, 2022 Warrants related to December 2016 financing 31,796 31,796 $ 431.3 December 14, 2021 Warrants related to March 2018 financing 7,331 7,331 $ 245.84 September 9, 2023 Warrants related to March 2018 financing 513 513 $ 340.73 March 6, 2023 Warrants related to July 2018 financing 119,241 119,241 $ 75.48 July 25, 2023 Warrants related to July 2018 financing 7,154 7,154 $ 94.35 July 25, 2023 Warrants related to May 2019 financing 5,518 5,518 $ 26.96 May 23, 2024 Warrants related to October 2019 financing 100,719 100,719 $ 5.39 October 10, 2024 Warrants related to October 2019 financing 14,336 14,336 $ 6.74 October 8, 2024 Warrants issued by AIU that after the merger (described below) 3,281,508 3,281,508 $ 5.00 November 15, 2029

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Schedule of Tax Provision	Schedule of Tax Provision 2021 2020 For the three months ended September 30, 2021 2020 Current tax provision (benefit): Federal $ $ State - - Total current tax benefit - - Deferred Tax provision: Federal - - State - - Total deferred tax provision - - Total tax provision $ - $ -
Schedule of Federal Statutory Income Tax Rate	Schedule of Federal Statutory Income Tax Rate For the Three Months ended September 30, 2021 2020 Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 6.7 % 6.9 % Other differences, net 0 % 0 % Valuation allowance -27.7 % -27.9 % Effective tax rate - % - %

Organization, (Details Narrativ

Organization, (Details Narrative)	Sep. 20, 2021$ / shares	Sep. 09, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)shares	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)shares	Sep. 30, 2020USD ($)	Apr. 29, 2021USD ($)	Dec. 31, 2020USD ($)shares
Property, Plant and Equipment [Line Items]
Stockholders' Equity Note, Stock Split, Conversion Ratio		0.03773585
Decrease in shares outstanding | shares			14,914,458		14,914,458			13,048,942
General Partners' Capital Account, Period Distribution Amount		$ 546,820
Common Stock, Dividends, Per Share, Declared | $ / shares	$ 0.749868
Common Stock, No Par Value | $ / shares		$ 0.001
Retained Earnings (Accumulated Deficit)			$ 68,647,473		$ 68,647,473			$ 45,522,907
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest					16,037,214
Net cash used in activities of continuing operations					10,141,745	$ 6,367,690
Revenue			$ 2,851,577	$ 2,636,826	9,893,620	$ 9,306,013
Proceeds from Noncontrolling Interests					$ 3,141,000
Parent Entity [Member]
Property, Plant and Equipment [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners			67.36%		67.36%
Parent Entity [Member] | Naples Property [Member]
Property, Plant and Equipment [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners			32.64%		32.64%
Benworth Capital Partners LLC [Member]
Property, Plant and Equipment [Line Items]
Secured Debt							$ 4,550,000
Payments for Mortgage Deposits					$ 2,739,195
Closing cost of mortgage loan					354,357
Proceeds from Mortgage Deposits					$ 1,456,448
Debt Instrument, Term					1 year
Debt Instrument, Interest Rate, Stated Percentage			9.95%		9.95%
Memory Care America L L C [Member]
Property, Plant and Equipment [Line Items]
Revenue					$ 1,623,500
Proceeds from financing transactions					$ 1,141,600
Common Stock [Member]
Property, Plant and Equipment [Line Items]
Decrease in shares outstanding | shares			3,151,780		3,151,780
Allied Integral Untiled Inc [Member]
Property, Plant and Equipment [Line Items]
Conversion of Stock, Description		There was an increase in the number of shares of AIU common stock (2:1), 50% of the shares of AIU’s 6.75% Series A Cumulative Convertible Preferred Stock were converted into AIU common stock and then the shares of AIU common stock were exchanged for shares of Clearday, Inc.
Conversion of Stock, Shares Converted | shares		1.192
Number of stock issued for exercise of warrants | shares		3,781,509
Allied Integral Untiled Inc [Member] | Series F Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Conversion of Stock, Shares Converted | shares		1
Allied Integral Untiled Inc [Member] | Preferred Stock [Member] | Series A Cumulative Convertible Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Preferred Stock, Dividend Rate, Percentage		6.75%
Allied Integral Untiled Inc [Member] | Preferred Stock [Member] | Series F Cumulative Convertible Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Preferred Stock, Dividend Rate, Percentage		6.75%
Investment and accrued dividends		$ 15,253,740
Allied Integral Untiled Inc [Member] | Preferred Stock [Member] | Series I Cumulative Convertible Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Preferred Stock, Dividend Rate, Percentage		10.25%
Allied Integral Untiled Inc [Member] | Common Stock [Member]
Property, Plant and Equipment [Line Items]
Conversion of Stock, Shares Converted | shares		2.384675
Maximum [Member]
Property, Plant and Equipment [Line Items]
Decrease in shares outstanding | shares		2,751,780
Minimum [Member]
Property, Plant and Equipment [Line Items]
Decrease in shares outstanding | shares		729,222

Schedule of Allowance for Doubt

Schedule of Allowance for Doubtful Accounts (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Accounts Receivable, Allowance for Credit Loss, Current	$ 68,911	$ 63,895
Allowance for Doubtful Accounts, Premiums and Other Receivables	108,360	68,911
Provision for Doubtful Accounts Wrire=off	(68,911)	(63,895)
Accounts Receivable, Allowance for Credit Loss, Current	$ 108,360	$ 68,911

Schedule of Estimated Useful Li

Schedule of Estimated Useful Lives (Details)	9 Months Ended
	Sep. 30, 2021
Building [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	39
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	39
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	7
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	5
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	7

Schedule of Revenue from Contra

Schedule of Revenue from Contract with Customers (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Product Information [Line Items]
Total revenue from contracts with customers	$ 2,851,577	$ 2,636,826	$ 9,893,620	$ 9,306,013
Transferred over Time [Member]
Product Information [Line Items]
Total revenue from contracts with customers	$ 2,731,655	$ 2,487,496	$ 9,533,855	$ 8,742,241
Transferred over Time [Member] | Revenue from Contract with Customer Benchmark [Member] | Concentration risk, percentage
Product Information [Line Items]
Concentration risk, percentage	96.00%	94.00%	96.00%	94.00%
Transferred at Point in Time [Member]
Product Information [Line Items]
Total revenue from contracts with customers	$ 119,922	$ 149,330	$ 359,765	$ 563,772

Schedule of Disaggregated Reven

Schedule of Disaggregated Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Total revenue from contracts with customers	$ 2,851,577	$ 2,636,826	$ 9,893,620	$ 9,306,013
Resident Rent [Member]
Total revenue from contracts with customers	2,526,864	2,487,496	8,924,490	8,742,241
Ancillary [Member]
Total revenue from contracts with customers	256,368	66,504	755,596	329,300
Assisted Living [Member]
Total revenue from contracts with customers	66,845	70,076	200,534	200,463
Move In Fees [Member]
Total revenue from contracts with customers	$ 1,500	$ 12,750	$ 13,000	$ 34,009

Schedule of Net Assets Acquired

Schedule of Net Assets Acquired and Liabilities Assumed (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Restructuring Cost and Reserve [Line Items]
Purchase price	$ 3,381,510
Cash acquired	259,005
Prepaid expenses	162,434
Inventory	68,000
Investment in AIU real estate (eliminated in consolidation)	1,600,000
Accounts payable and accrued expenses	(298,353)
Accrued compensation	(1,000,000)
Debt assumed	(468,040)
Total net assets	64,041
Fair value of excess of purchase price over net assets acquired – Preliminary Goodwill	$ 3,058,464
Integral Untiled Inc and AIU [Member]
Restructuring Cost and Reserve [Line Items]
Number of shares of the combined organization owned by the Company’s pre-merger stockholders | shares	1,276,042
Multiplied by the fair value per share of Superconductor common stock | $ / shares	$ 2.65
Purchase price	$ 3,381,510
Transaction costs
Purchase price	$ 3,381,510

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Nov. 30, 2019	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Oct. 30, 2019
Preferred Stock, Par or Stated Value Per Share		$ 0.001	$ 0.001		$ 0.001
Preferred Stock, Shares Authorized		10,000,000	10,000,000
Common Stock, Shares Authorized		80,000,000	80,000,000		80,000,000
Stock Issued During Period, Value, New Issues			$ 2,321,511
Classification of redeemable preferred stock, description			Registrants having such securities outstanding are required to present separately, in balance sheets, amounts applicable to the following three general classes of securities: (i) preferred stocks subject to mandatory redemption requirements or whose redemption is outside the control of the issuer; (ii) preferred stocks which are not redeemable or are redeemable solely at the option of the issuer; and (iii) common stocks. In addition, the rules require disclosure of redemption terms, five-year maturity data, and changes in redeemable preferred stock
Proceed from government grants			$ 289,487
Government grant funds recognized		$ 675,868	675,868
Deferred Income Taxes and Tax Credits				$ 1,600,000
Employee Retention Tax Credits [Member]
Payments to Employees					$ 7,000
Health And Human Services [Member]
Proceed from government grants			289,487
Government grant funds recognized		675,868	675,868
AIU Alt Care Inc [Member]
Investments		$ 897,000	$ 897,000
AIU Impact Management LLC [Member]
Equity Method Investment, Ownership Percentage						1.00%
Percentage of income and gain						99.00%
Stock Issued During Period, Shares, New Issues			2,444.62
Stock Issued During Period, Value, New Issues			$ 2,444,621
Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share		$ 0.001	$ 0.001
Preferred Stock, Shares Authorized		10,000,000	10,000,000
Preferred Stock [Member] | AIU Alt Care Inc [Member]
Preferred Stock, Par or Stated Value Per Share	$ 10
Preferred Stock, Shares Authorized	1,500,000
Preferred stock shares designated	700,000
Conversion of Stock, Shares Converted			89,700
Preferred Stock [Member] | Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member]
Preferred Stock, Dividend Rate, Percentage	10.25%
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock [Member]
Common Stock, Shares Authorized		80,000,000	80,000,000
Stock Issued During Period, Shares, New Issues		1,276,042
Stock Issued During Period, Value, New Issues			$ 1,276
Common Stock [Member] | AIU Alt Care Inc [Member]
Common Stock, Shares Authorized	1,500,000
Alt Care Preferred Stock [Member]
Dividend Payment Restrictions Schedule, Description			the aggregate investment amount for such security plus accrued and unpaid dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the merger, the exchange rate was 1 share for every $10.00 of aggregate amount of the investment plus such accrued dividends
AIU Alternative Care Inc [Member]
Percentage of voting interest acquired		1.00%	1.00%

Schedule of Real Estate, Proper

Schedule of Real Estate, Property and Equipment (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 7,221,501	$ 8,853,284
Memory Care Facilities and Corporate [Member]
Property, Plant and Equipment [Line Items]
Total	10,550,351	11,806,863
Less accumulated depreciation	(3,328,850)	(2,953,579)
Property and equipment, net	7,221,501	8,853,284
Memory Care Facilities and Corporate [Member] | Land [Member]
Property, Plant and Equipment [Line Items]
Total	1,255,477	1,940,389
Memory Care Facilities and Corporate [Member] | Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Total	$ 5,339,754	7,277,693
Property plant and equipment, useful life	39 years
Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	$ 3,955,120	2,588,781
Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	3 years
Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	7 years
Non-core Businesses Classified as Assets Held for Sale [Member]
Property, Plant and Equipment [Line Items]
Total	$ 8,487,165	12,487,871
Less accumulated depreciation	(2,313,268)	(4,175,035)
Property and equipment, net	6,173,897	8,312,836
Non-core Businesses Classified as Assets Held for Sale [Member] | Land [Member]
Property, Plant and Equipment [Line Items]
Total	3,070,537	4,288,915
Non-core Businesses Classified as Assets Held for Sale [Member] | Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Total	$ 3,648,016	5,898,419
Property plant and equipment, useful life	39 years
Non-core Businesses Classified as Assets Held for Sale [Member] | Furniture, Fixtures and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	$ 1,692,672	2,099,568
Non-core Businesses Classified as Assets Held for Sale [Member] | Furniture, Fixtures and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	5 years
Non-core Businesses Classified as Assets Held for Sale [Member] | Furniture, Fixtures and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	7 years
Non-core Businesses Classified as Assets Held for Sale [Member] | Property, Plant and Equipment, Other Types [Member]
Property, Plant and Equipment [Line Items]
Total	$ 75,940	$ 200,969
Non-core Businesses Classified as Assets Held for Sale [Member] | Property, Plant and Equipment, Other Types [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	3 years
Non-core Businesses Classified as Assets Held for Sale [Member] | Property, Plant and Equipment, Other Types [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	5 years

Real Estate, Property and Equ_3

Real Estate, Property and Equipment, Net (Details Narrative) - USD ($)	Jun. 30, 2021	May 24, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Line Items]
Depreciation expense			$ 129,074		$ 149,541	$ 433,198	$ 461,337
Impaiment of assets			4,396,228			$ 4,396,228
SeaWorld Hotel Note [Member]
Property, Plant and Equipment [Line Items]
Impaiment of assets				$ 600,000	$ 986,000
Buda Hotel [Member]
Property, Plant and Equipment [Line Items]
Impaiment of assets	$ 811,061			$ 811,061
Proceeds from Sale of Property, Plant, and Equipment		$ 4,350,000
Naples [Member]
Property, Plant and Equipment [Line Items]
Impaiment of assets			2,745,427
New Braunfels [Member]
Property, Plant and Equipment [Line Items]
Impaiment of assets			1,423,328
Simpsonville [Member]
Property, Plant and Equipment [Line Items]
Impaiment of assets			$ 227,473

Summary of Lease Cost (Details)

Summary of Lease Cost (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Leases
Operating lease costs	$ 1,243,520	$ 917,336	$ 3,730,560	$ 3,446,277
Short-term lease costs	7,830	24,843	33,752	77,335
Total lease costs	$ 1,251,350	$ 942,179	$ 3,764,312	$ 3,523,612

Summary of Operating Lease Liab

Summary of Operating Lease Liabilities (Details)	Sep. 30, 2021USD ($)
Leases
2021 (Remaining of 2021)	$ 990,358
2022	4,026,961
2023	4,121,550
2024	4,218,384
2025	4,310,799
2026	4,439,167
2027	4,537,167
Thereafter	39,945,641
Total minimum lease payments	66,590,027
Less: amounts representing interest	28,776,778
Present value of future minimum lease payments	37,823,249
Less current portion	911,745
Non-current lease liabilities	$ 36,911,504

Leases (Details Narrative)

Leases (Details Narrative) - USD ($)	Oct. 21, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Right of use-of-asset and lease liability		$ 33,437,991		$ 33,437,991		$ 36,452,438
Operating lease liability		$ 37,823,249		$ 37,823,249
Weighted average remaining lease term		13 years 6 months		13 years 6 months
Weighted average discount rate percentage		8.25%		8.25%
Impaiment of assets		$ 4,396,228		$ 4,396,228
New Braunfels [Member]
Defined Benefit Plan Disclosure [Line Items]
Impaiment of assets		1,423,328
Simpsonville [Member]
Defined Benefit Plan Disclosure [Line Items]
Impaiment of assets		227,473
Memory Care Facilities [Member]
Defined Benefit Plan Disclosure [Line Items]
Right of use-of-asset and lease liability		35,782,153		35,782,153
Operating lease liability		$ 35,782,153		$ 35,782,153
Reduction in past taxes	$ 190,043
Attorney's fees	248,074
Memory Care Facilities [Member] | Simpsonville Landlord [Member]
Defined Benefit Plan Disclosure [Line Items]
Final settlement	$ 2,801,365

Summary of Non-core Assets (Det

Summary of Non-core Assets (Details)	9 Months Ended
	Sep. 30, 2020USD ($)
Impairment Effects on Earnings Per Share [Line Items]
Contract sales price	$ 16,500,000
Fees	(1,595,355)
Seller buildout obligation	(856,085)
Net book value of assets	9,030,338
Gain/(loss) on sale of assets	5,018,222
Commercial Real Estate Property [Member]
Impairment Effects on Earnings Per Share [Line Items]
Contract sales price	13,300,000
Fees	(1,461,312)
Seller buildout obligation	(856,085)
Net book value of assets	6,425,983
Gain/(loss) on sale of assets	4,556,620
Hotel Property [Member]
Impairment Effects on Earnings Per Share [Line Items]
Contract sales price	2,500,000
Fees	(134,043)
Seller buildout obligation
Net book value of assets	1,981,889
Gain/(loss) on sale of assets	384,068
Commercial Real Estate Property Two [Member]
Impairment Effects on Earnings Per Share [Line Items]
Contract sales price	700,000
Fees
Seller buildout obligation
Net book value of assets	622,466
Gain/(loss) on sale of assets	$ 77,534

Schedule of Discontinued Operat

Schedule of Discontinued Operations for Consolidated Balance Sheets and Income Statements (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash and cash equivalents	$ 72,993		$ 72,993		$ 343,044
Restricted cash					8,201
Accounts receivable	100		100		18,421
Prepaid expenses	77,205		77,205		23,641
Total current assets	150,298		150,298		393,307
Investments in non-consolidated entities					77,056
Note Receivables	6,323		6,323		6,323
Real estate, property and equipment, net	6,173,897		6,173,897		8,312,836
Total long-term assets held for sale	6,330,518		6,330,518		8,396,215
TOTAL ASSETS	6,330,518		6,330,518		8,789,522
Accounts payable	699		699		66,650
Accrued expenses	1,168,627		1,168,627		1,031,584
Accrued interest	133,170		133,170		133,170
Current portion of long-term debt	1,858,223		1,858,223		4,107,599
Total current liabilities	3,160,719		3,160,719		5,339,003
Note payable	530,596		530,596		784,945
Long-term debt, less current portion	4,897,241		4,897,241		5,121,760
Total long-term liabilities held for sale	5,427,837		5,427,837		5,906,705
TOTAL LIABILITIES	8,488,556		8,488,556		$ 11,245,708
Total revenues, net	21,493	$ 22,987	63,853	$ 588,895
Operating expenses	20,935	22,720	93,689	477,954
General and administrative expenses	422,421	467,522	751,105	1,390,212
Total operating expenses	443,356	490,242	844,794	1,868,166
Loss from operations	(421,864)	(467,255)	(780,941)	(1,279,271)
Interest expense	27,411	182,115	190,010	592,876
Gain on disposal of assets				(4,634,154)
Equity income from investees, net of applicable taxes			15,000	(787,044)
Impairment expense (recovery)			(811,061)
Other (income) expenses	52,558	250,514	(305,301)	451,872
Total (income)/expense	(79,969)	432,629	(911,352)	(4,376,450)
Net (loss) income	(501,833)	(899,884)	130,411	3,097,179
Hotel Room and Other Revenue [Member]
Total revenues, net		2,120		352,207
Commercial Property Rental Revenue [Member]
Total revenues, net	$ 21,493	$ 20,867	$ 63,853	$ 236,688

Discontinued Operations (Detail

Discontinued Operations (Details Narrative) - USD ($)	May 24, 2021	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Gain on sale of property					$ 216,000
Accrued taxes		$ 82,500			82,500
Property taxes					20,000
Proceeds from sale of property						$ 16,500,000
Impairment Provision of asset		$ 4,396,228			4,396,228
Proceeds from sale of property						700,000
Buda Hotel Property [Member]
Gain on sale of property					177,851
Coronavirus Disease Nineteen [Member]
Impairment Provision of asset				$ 811,061	811,061
Buda Hotel [Member]
Proceeds from sale of property	$ 4,350,000
Assets Disposed of by Method Other than Sale, in Period of Disposition, Gain (Loss) on Disposition					4,500,000
Payment for Contingent Consideration Liability, Financing Activities					$ 4,100,000
Commercial Real Estate Property [Member]
Proceeds from sale of property						13,300,000
Commercial Real Estate Property [Member] | San Antonio [Member]
Proceeds from sale of property						13,300,000
Hotel Property [Member]
Proceeds from sale of property						2,500,000
Hotel Property [Member] | Texas [Member]
Proceeds from sale of property						$ 2,500,000

Schedule of Long Term Debt (Det

Schedule of Long Term Debt (Details)	Sep. 30, 2021USD ($)
Debt Instrument [Line Items]
2021 (Reminder of 2021)	$ 2,165,685
2022	10,677,098
2023	859,185
2024	574,760
2025	591,519
Thereafter	6,521,054
Total obligations	21,389,301
Continuing Core [Member]
Debt Instrument [Line Items]
2021 (Reminder of 2021)	407,462
2022	10,392,732
2023	360,000
2024	360,000
2025	360,000
Thereafter	2,245,804
Total obligations	14,125,998
Discontinued Non-Core [Member]
Debt Instrument [Line Items]
2021 (Reminder of 2021)	1,758,223
2022	284,366
2023	499,185
2024	214,760
2025	231,519
Thereafter	4,275,250
Total obligations	$ 7,263,303

Summary of Long Term Debt and N

Summary of Long Term Debt and Notes Payables (Details) - USD ($)		9 Months Ended
		Sep. 30, 2021	Nov. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Less: current maturities		$ 10,453,977		$ 1,623,375
Unamortized Discount			$ 148,254
Long-term Debt, Excluding Current Maturities		2,616,218		4,810,673
Memory Care Core Facilities [Member]
Short-term Debt [Line Items]
Notional amount of debt		13,218,449		6,455,576
Less: current maturities		10,453,977		1,623,375
Long-term Debt, Excluding Current Maturities		$ 2,616,218		4,832,201
Memory Care Core Facilities [Member] | Naples Mortgage [Member]
Short-term Debt [Line Items]
Maturity date		December 2041
Interest rate		3.99%
Notional amount of debt				2,731,100
Memory Care Core Facilities [Member] | Naples Home Equity Loan [Member]
Short-term Debt [Line Items]
Maturity date		May 2022
Interest rate		9.95%
Notional amount of debt		$ 4,550,000
Memory Care Core Facilities [Member] | Libertas Financing Agreement [Member]
Short-term Debt [Line Items]
Maturity date		May 2022
Interest rate		33.00%
Notional amount of debt		$ 488,408
Memory Care Core Facilities [Member] | New Braunfels Samson Funding One [Member]
Short-term Debt [Line Items]
Maturity date		April 2022
Interest rate		25.00%
Notional amount of debt		$ 142,000
Memory Care Core Facilities [Member] | New Braunfels Samson Group Two [Member]
Short-term Debt [Line Items]
Maturity date		April 2022
Interest rate		39.00%
Notional amount of debt		$ 142,000
Memory Care Core Facilities [Member] | Naples Operating Samson Funding [Member]
Short-term Debt [Line Items]
Maturity date		April 2022
Interest rate		31.00%
Notional amount of debt		$ 150,000
Memory Care Core Facilities [Member] | Clearday Operating P P P Loans [Member]
Short-term Debt [Line Items]
Maturity date		January 2022
Interest rate		1.00%
Notional amount of debt		$ 468,040
Memory Care Core Facilities [Member] | AGP [Member]
Short-term Debt [Line Items]
Maturity date		July 2022
Interest rate		2.00%
Notional amount of debt		$ 2,630,000
Memory Care Core Facilities [Member] | MCA Invesque Loan [Member]
Short-term Debt [Line Items]
Maturity date	[1]	January 2022
Interest rate	[1]	8.50%
Notional amount of debt	[1]	$ 178,852		1,610,577
Memory Care Core Facilities [Member] | New Braunfels Business Loan [Member]
Short-term Debt [Line Items]
Maturity date		June 2022
Interest rate		6.25%
Notional amount of debt		$ 105,463		185,359
Memory Care Core Facilities [Member] | Gearhart Loan [Member]
Short-term Debt [Line Items]
Maturity date	[2]	December 2021
Interest rate	[2]	7.00%
Notional amount of debt	[2]	$ 238,578		238,578
Memory Care Core Facilities [Member] | Five C's Loan [Member]
Short-term Debt [Line Items]
Maturity date		December 2021
Interest rate		9.85%
Notional amount of debt		$ 325,000		325,000
Memory Care Core Facilities [Member] | S B A P P P Loans [Member]
Short-term Debt [Line Items]
Maturity date		February 2022
Interest rate		1.00%
Notional amount of debt		$ 2,525,108		1,364,962
Memory Care Core Facilities [Member] | Equity Secure Fund I, LLC [Member]
Short-term Debt [Line Items]
Maturity date		June 2022
Interest rate		15.00%
Notional amount of debt		$ 1,000,000
Hotel [Member]
Short-term Debt [Line Items]
Notional amount of debt		5,503,938		7,968,436
Less: current maturities		1,045,624		3,395,000
Long-term Debt, Excluding Current Maturities		$ 4,358,314		4,573,436
Hotel [Member] | SeaWorld Hotel Note [Member]
Short-term Debt [Line Items]
Maturity date	[3]	January 2021
Notional amount of debt	[3]	$ 299,000		3,395,000
Interest rate, description	[3]	Variable
Hotel [Member] | Buda Hotel Note [Member]
Short-term Debt [Line Items]
Maturity date	[4]	January 2037
Notional amount of debt	[4]	$ 4,013,425		4,046,771
Interest rate, description	[4]	Variable
Hotel [Member] | SBA PPP Loan [Member]
Short-term Debt [Line Items]
Maturity date		May 2022
Interest rate		1.00%
Notional amount of debt		$ 604,800		255,300
Hotel [Member] | Buda Tax Loans [Member]
Short-term Debt [Line Items]
Maturity date	[5]	June 2028
Interest rate	[5]	8.99%
Notional amount of debt	[5]	$ 466,713		271,365
Hotel [Member] | Two K Hospitality Secured Note [Member]
Short-term Debt [Line Items]
Maturity date	[5]	October 2022
Notional amount of debt	[5]	$ 120,000
Real Estate [Member]
Short-term Debt [Line Items]
Notional amount of debt		1,228,769		1,238,168
Less: current maturities		712,599		712,599
Long-term Debt, Excluding Current Maturities		$ 516,170		525,569
Real Estate [Member] | Artesia Note [Member]
Short-term Debt [Line Items]
Maturity date	[6]	June 2033
Notional amount of debt	[6]	$ 228,769		238,168
Interest rate, description	[6]	Variable
Real Estate [Member] | Tamir Note [Member]
Short-term Debt [Line Items]
Maturity date		March 2022
Interest rate		12.00%
Notional amount of debt		$ 300,000		300,000
Real Estate [Member] | Leander Note [Member]
Short-term Debt [Line Items]
Maturity date		April 2022
Interest rate		12.75%
Notional amount of debt		$ 700,000		$ 700,000
[1]	Note is issued by MCA and is secured by all of MCA’s assets which consist primarily of its ownership of its residential facilities.
[2]	Note is issued by MCA and is secured by a senior subordinated lien on all of MCA’s assets which consist primarily of its ownership of its residential facilities. This stated maturity of this note has been extended to December 15, 2021. Clearday is negotiating the terms of an additional extension or forbearance with this lender. However, there can be no assurance that any such agreement will be on terms that are acceptable to Clearday, or at all.
[3]	Obligations have been compromised under the terms of a settlement agreement as of March 10, 2021 to approximately $
[4]	This note is a senior secured with an interest rate equal to greater of
[5]	Interest rate is
[6]	This obligation is secured by a first mortgage on the real property and is personally guaranteed by certain individuals.

Summary of Long Term Debt and_2

Summary of Long Term Debt and Notes Payables (Details) (Parenthetical) - USD ($)	9 Months Ended
	Sep. 30, 2021	Nov. 10, 2021	Mar. 10, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	$ 10,453,977			$ 1,623,375
Long-term Debt, Excluding Current Maturities	2,616,218			4,810,673
Buda Hotel [Member]
Debt Instrument [Line Items]
Interest rate			8.99%
Settlement Agreement [Member]
Debt Instrument [Line Items]
Debt, Current		$ 318,500
Interest rate			10.50%
Settlement Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Interest rate			8.175%
Core Businesses (Continuing Operations) [Member]
Debt Instrument [Line Items]
Notional amount of debt	624,526			500,000
Long-term Debt, Current Maturities	283,023			139,883
Long-term Debt, Excluding Current Maturities	$ 907,549			639,883
Core Businesses (Continuing Operations) [Member] | Cibolo Creek Partners Note [Member]
Debt Instrument [Line Items]
Interest rate	0.09%
Maturity Date	December 2025
Notional amount of debt	$ 111,206
Core Businesses (Continuing Operations) [Member] | Sellers of Primrose Wellness Group LLC [Member]
Debt Instrument [Line Items]
Interest rate	7.00%
Maturity Date	July 2029
Notional amount of debt	$ 13,320
Core Businesses (Continuing Operations) [Member] | Round Rock Development Partners Note [Member]
Debt Instrument [Line Items]
Interest rate	0.09%
Maturity Date	December 2025
Notional amount of debt	$ 500,000			500,000
Non-core Businesses Discontinued Continuing Operations [Member]
Debt Instrument [Line Items]
Notional amount of debt	530,596			641,804
Long-term Debt, Current Maturities				143,141
Long-term Debt, Excluding Current Maturities	$ 530,596			784,945
Non-core Businesses Discontinued Continuing Operations [Member] | Cibolo Creek Partners Note [Member]
Debt Instrument [Line Items]
Interest rate	0.09%
Maturity Date	December 2025
Notional amount of debt	$ 530,596			$ 641,804

Indebtedness (Details Narrative

Indebtedness (Details Narrative) - USD ($)

Aug. 18, 2021

May 25, 2021

Apr. 29, 2021

Apr. 20, 2021

Mar. 31, 2021

Mar. 26, 2021

Jul. 31, 2019

Apr. 30, 2019

Oct. 05, 2018

Jul. 23, 2018

Mar. 12, 2010

Oct. 31, 2021

Aug. 18, 2021

Jun. 30, 2021

May 31, 2021

Apr. 30, 2021

Mar. 31, 2021

Feb. 29, 2020

Oct. 31, 2019

Nov. 30, 2018

Jan. 31, 2018

Nov. 30, 2011

Sep. 30, 2021

Sep. 30, 2020

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Nov. 30, 2021

Nov. 12, 2021

Jul. 12, 2019

Nov. 06, 2017

Dec. 23, 2015

Apr. 30, 2015

Apr. 01, 2013

Apr. 01, 2012

Nov. 23, 2011

Short-term Debt [Line Items]

Long-term Debt

$ 21,389,301

$ 21,389,301

Interest expense

30,951

$ 95,466

304,350

$ 378,146

Interest expense

27,411

$ 182,115

190,010

592,876

Debt Instrument, Unamortized Discount

$ 148,254

Payments for acquisition

259,005

Principal amount

$ 120,000

$ 120,000

Debt principal payment

120,000

Stock Issued During Period, Value, New Issues

2,321,511

Proceeds from Sale of Property Held-for-sale

$ 16,500,000

Begining balance

$ 121,667

$ 121,667

Payment of cash for taxes

141,000

Cash paid

141,000

141,000

Principle payable

120,000

Subsequent Event [Member]

Short-term Debt [Line Items]

Begining balance

$ 58,000

Series A Cumulative Convertible Preferred Stock [Member]

Short-term Debt [Line Items]

Stock Issued During Period, Value, New Issues

$ 325,000

Housing & Healthcare Finance, LLC [Member]

Short-term Debt [Line Items]

Mortgage loans

$ 3,400,000

Prepayment penalty percentage

1.00%

2.00%

Interest rate

3.99%

Benworth Capital Partners LLC [Member]

Short-term Debt [Line Items]

Interest rate

9.95%

9.95%

Alliance Global Partners [Member]

Short-term Debt [Line Items]

Interest rate

2.00%

2.00%

Principal amount

$ 2,630,000

$ 2,630,000

Debt principal payment

$ 30,000

Debt instrument maturity date

Sep. 10, 2022

Westover Town Center [Member]

Short-term Debt [Line Items]

Sale of Stock, Consideration Received on Transaction

$ 1,128,126

Pay Down Value

$ 1,000,000

Sellers of Primrose Wellness Group LLC [Member]

Short-term Debt [Line Items]

Payments for acquisition

$ 200,000

Promissory Note [Member] | Benworth Capital Partners LLC [Member]

Short-term Debt [Line Items]

Interest rate

9.95%

Principal amount

$ 4,550,000

Mortgage paid off amount

2,739,195

Debt financing costs

354,357

Proceeds from debt

$ 1,456,448

Promissory Note [Member] | Mainstreet Health Financing, LP [Member]

Short-term Debt [Line Items]

Principal amount

$ 600,000

Debt principal payment

$ 300,000

$ 300,000

Promissory Note [Member] | Betty Gearhart [Member]

Short-term Debt [Line Items]

Interest rate

7.00%

Principal amount

$ 200,000

Principal amount

$ 238,578

Libertas Funding LLC Receivable Loan [Member]

Short-term Debt [Line Items]

Debt Instrument, Unamortized Discount

$ 176,000

Interest rate

1.29%

Repayment of loans

$ 737,000

Purchase price consideration

550,000

Origination fees

11,000

Proceeds from loans

539,000

Debt Instrument, Periodic Payment

$ 14,623

PPP Loans [Member]

Short-term Debt [Line Items]

Repayment of loans

$ 1,836,014

A&R MCA Note [Member] | Mainstreet Health Financing, LP [Member]

Short-term Debt [Line Items]

Interest rate

850.00%

Debt Instrument, Periodic Payment

$ 47,812,000,000

Principal amount

$ 300,000

Debt principal payment

$ 3,300,000

$ 1,500,000

8800 Village Drive Loan [Member] | Equity Secured Fund I, LLC [Member]

Short-term Debt [Line Items]

Interest rate

11.50%

Debt financing costs

$ 31,000

Proceeds from debt

803,963

Principal amount

$ 1,000,000

Debt instrument maturity date

Apr. 26, 2022

Prepaid interest

$ 115,000

Prepaid property tax

44,891

Prepaid insurance

$ 5,575

Buda Hotel Note [Member]

Short-term Debt [Line Items]

Proceeds from loans

$ 186,150

Disposition of assets

$ 4,350,000

Buda 2020 Tax Loan [Member] | Tax CORE Lending LLC [Member]

Short-term Debt [Line Items]

Interest rate

8.99%

8.99%

8.99%

Principal amount

$ 98,070

$ 98,070

Principal amount

$ 274,940

466,713

$ 466,713

Debt instrument maturity date

Mar. 5, 2030

May 31, 2031

Two K Hospitality Secured Note [Member]

Short-term Debt [Line Items]

Principal amount

$ 120,000

$ 120,000

Artesia Note [Member] | FirstCapital Bank [Member]

Short-term Debt [Line Items]

Interest rate

6.00%

6.00%

Principal amount

$ 266,048

$ 314,500

Debt instrument maturity date

Jun. 23, 2033

Debt description

the greater of 6% or the Prime rate of 3.25% plus 1.0%

The note has a variable interest rate equal to the greater of 6.0% or the Prime rate plus 1.0%.

Tamir Note [Member] | Tamir Enterprises Ltd [Member]

Short-term Debt [Line Items]

Principal amount

$ 475,000

Debt principal payment

$ 300,000

Debt instrument maturity date

Mar. 12, 2022

Debt description

The note has a fixed interest rate of 12.0% plus an additional 2% for accrued interest outstanding.

Leander Note [Member]

Short-term Debt [Line Items]

Interest rate

12.75%

12.75%

Principal amount

$ 700,000

Debt instrument maturity date

Apr. 5, 2022

Maturity date, description

the maturity of the note has been extended to April 5, 2021.

Core Businesses (Continuing Operations) [Member]

Short-term Debt [Line Items]

Derivative Liability, Notional Amount

624,526

$ 624,526

500,000

Core Businesses (Continuing Operations) [Member] | Sellers of Primrose Wellness Group LLC [Member]

Short-term Debt [Line Items]

Derivative Liability, Notional Amount

$ 13,320

$ 13,320

Interest rate

7.00%

7.00%

Maturity date, description

July 2029

Factoring Agreement One [Member] | Cloudfund LLC [Member]

Short-term Debt [Line Items]

Proceeds from loans

$ 100,000

Orgination and other fees

6,000

Factoring Agreement Two [Member] | Samson MCA LLC [Member]

Short-term Debt [Line Items]

Proceeds from loans

100,000

Orgination and other fees

5,125

Business Loan Agreement [Member] | ServisFirst Bank [Member]

Short-term Debt [Line Items]

Interest rate

6.25%

Principal amount

$ 600,000

Maturity date, description

March 2022

Second Amendment [Member] | Restated Promissory Note [Member] | Betty Gearhart [Member]

Short-term Debt [Line Items]

Principal amount

$ 218,578

Note Exchange Agreement [Member] | Five C's, LLC Loan [Member]

Short-term Debt [Line Items]

Interest rate

9.85%

Debt instrument maturity date

Dec. 31, 2021

Loan Agreement [Member] | SeaWorld Hotel Note [Member]

Short-term Debt [Line Items]

Interest rate

10.50%

Debt financing costs

$ 308,829

Principal amount

$ 3,395,000

Proceeds from Sale of Property Held-for-sale

$ 216,000

Payments of taxes

82,500

Loans Payable

$ 20,000

Loan Agreement [Member] | SeaWorld Hotel Note [Member] | London Interbank Offered Rate (LIBOR) [Member]

Short-term Debt [Line Items]

Interest rate

8.175%

Loan Agreement [Member] | Buda Hotel Note [Member]

Short-term Debt [Line Items]

Interest rate

2.75%

Debt Instrument, Periodic Payment

$ 10,000

$ 20,000

$ 31,486

Principal amount

$ 4,800,000

Debt instrument maturity date

Jan. 25, 2037

Asset Held for Sale [Member]

Short-term Debt [Line Items]

Long-term Debt

$ 1,758,223

1,758,223

$ 4,107,599

Debt Instrument, Unamortized Discount

148,254

148,254

21,528

Memory Care Core Facilities [Member]

Short-term Debt [Line Items]

Long-term Debt

10,210,849

10,210,849

1,623,375

Derivative Liability, Notional Amount

$ 13,218,449

$ 13,218,449

$ 6,455,576

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Oct. 21, 2020	Sep. 30, 2021	Dec. 31, 2020
Loss Contingency, Damages Awarded, Value		$ 2,801,365
Attorney fees	$ 248,074
Contingencies amount		$ 596,326
Percentage of fee payable		2.00%
Preferred stock, par value		$ 0.001	$ 0.001
Net asset acquired		$ 1,000,000
Series A Preferred Stock [Member]
Preferred stock, par value		$ 0.001
Clearday Oz Fund [Member]
Preferred stock, par value		10
Warrant price per share		$ 10
Commitment payable per month		$ 120,000
Long-term Purchase Commitment, Amount		$ 600,000
AIU Alt Care Inc [Member] | Series A Preferred Stock [Member]
Preferred stock, par value		$ 20
Common stock price per share		$ 10

Schedule of Anti-dilutive Share

Schedule of Anti-dilutive Shares Computation of Earnings (Loss) Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total participating securities	19,378,796	15,235,566
Series A convertible preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total participating securities	64	182
Series F 6.75% Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total participating securities	11,439,480	11,439,691
Series I 10.25% Cumulative Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total participating securities	1,789,495	567,561
Limited Partnership Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total participating securities	2,864,607	1,392,028
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total participating securities	3,281,508	1,828,242
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total participating securities	3,641	7,863

Earnings Per Share (Details Nar

Earnings Per Share (Details Narrative)	9 Months Ended
	Sep. 30, 2021shares
Earnings Per Share [Abstract]
Common stock reserve	2,860,800
Shares reserved for issuance	1,200,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	Sep. 30, 2021USD ($)
Cibolo Creek Partners, LLC [Member]
Due to Related Parties	$ 641,804
Round Rock Development Partners, LP [Member]
Due to Related Parties	$ 500,000

Non-Consolidated Investment (De

Non-Consolidated Investment (Details Narrative)	9 Months Ended
	Sep. 30, 2021USD ($)
Restructuring Cost and Reserve [Line Items]
Business combination, consideration transferred	$ 3,381,510
HR Interest Inc [Member]
Restructuring Cost and Reserve [Line Items]
Business combination, consideration transferred	1,400,000
Gain on sale of investments	$ 1,172,151

Acquisitions (Details Narrative

Acquisitions (Details Narrative) - USD ($)	May 28, 2021	Sep. 30, 2021	Sep. 30, 2021
Business Acquisition [Line Items]
Cash consideration			$ 259,005
Primrose Wellness Group LLC [Member]
Business Acquisition [Line Items]
Cash consideration	$ 300,000
Revenue		$ 150,000
NetLoss			$ 27,000

Schedule Of Goodwill (Details)

Schedule Of Goodwill (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Primrose Wellness Group LLC [Member]
Short-term Debt [Line Items]
Goodwill as of January 1, 2021
Goodwill arising from acquisitions	223,929
Goodwill as of September 30, 2021	223,929
Merger [Member]
Short-term Debt [Line Items]
Goodwill as of January 1, 2021
Goodwill arising from acquisitions	3,058,464
Goodwill as of September 30, 2021	$ 3,058,464

Summary of Outstanding Warrants

Summary of Outstanding Warrants (Details)	Sep. 30, 2021$ / sharesshares
Class of Warrant or Right [Line Items]
Total	3,281,508
Currently Exercisable	3,281,508
Price per Share | $ / shares	$ 5
Expiration Date	Nov. 15, 2029
Warrant One [Member]
Class of Warrant or Right [Line Items]
Total	2,481
Currently Exercisable	2,481
Price per Share | $ / shares	$ 646.95
Expiration Date	Feb. 2, 2022
Warrant Two [Member]
Class of Warrant or Right [Line Items]
Total	31,796
Currently Exercisable	31,796
Price per Share | $ / shares	$ 431.3
Expiration Date	Dec. 14, 2021
Warrant Three [Member]
Class of Warrant or Right [Line Items]
Total	7,331
Currently Exercisable	7,331
Price per Share | $ / shares	$ 245.84
Expiration Date	Sep. 9, 2023
Warrant Four [Member]
Class of Warrant or Right [Line Items]
Total	513
Currently Exercisable	513
Price per Share | $ / shares	$ 340.73
Expiration Date	Mar. 6, 2023
Warrant Five [Member]
Class of Warrant or Right [Line Items]
Total	119,241
Currently Exercisable	119,241
Price per Share | $ / shares	$ 75.48
Expiration Date	Jul. 25, 2023
Warrant Six [Member]
Class of Warrant or Right [Line Items]
Total	7,154
Currently Exercisable	7,154
Price per Share | $ / shares	$ 94.35
Expiration Date	Jul. 25, 2023
Warrant Seven [Member]
Class of Warrant or Right [Line Items]
Total	5,518
Currently Exercisable	5,518
Price per Share | $ / shares	$ 26.96
Expiration Date	May 23, 2024
Warrant Eight [Member]
Class of Warrant or Right [Line Items]
Total	100,719
Currently Exercisable	100,719
Price per Share | $ / shares	$ 5.39
Expiration Date	Oct. 10, 2024
Warrant Nine [Member]
Class of Warrant or Right [Line Items]
Total	14,336
Currently Exercisable	14,336
Price per Share | $ / shares	$ 6.74
Expiration Date	Oct. 8, 2024

Deficit (Details Narrative)

Deficit (Details Narrative) - USD ($)	Sep. 30, 2021	Mar. 31, 2021	Mar. 31, 2020	Nov. 30, 2019	Nov. 30, 2020	Nov. 30, 2019	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized	80,000,000						80,000,000		80,000,000		80,000,000
Preferred stock, shares authorized	10,000,000						10,000,000				10,000,000
Preferred stock, par value	$ 0.001						$ 0.001		$ 0.001		$ 0.001
Common stock, shares issued	14,914,458						14,914,458		13,048,942		14,914,458
Common stock, shares outstanding	14,914,458						14,914,458		13,048,942		14,914,458
Stockholders equity reverse stock split											Effected the 3.773585 -for-1 Reverse Stock Split and issued approximately 546,820 True Up Shares, as described in Note 1.
Common stock voting rights											Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors.
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5						$ 5				$ 5
Stock Issued During Period, Value, New Issues											$ 2,321,511
Debt Conversion, Converted Instrument, Amount												$ 325,000
Net Income (Loss) Attributable to Parent							$ (12,269,325)			$ (7,590,465)	(22,769,888)	(14,709,833)
Stock Options [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	7,851
Stock Option, Exercise Price, Increase	$ 19.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 26,280						26,280				26,280
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 211.21
Stock Options [Member] | Scenario, Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	3,641
Stock Option, Exercise Price, Increase	$ 41.40
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 56,672						56,672				$ 56,672
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 455.54
Restricted Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of restricted stock shares issued during the period											510,316
Number of restricted stock issued during the period											$ 5,103,160
Unamortized compensation	$ 1,489,540						$ 1,489,540				$ 1,489,540
Clearday Oz Fund [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value	$ 10						$ 10				$ 10
Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of restricted stock shares issued during the period		57,000
Number of common stock vested compensation for services, shares		57,000
Shares Issued, Price Per Share		$ 10						$ 10
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	2,000,000						2,000,000		2,000,000		2,000,000
Preferred stock, par value	$ 0.001						$ 0.001				$ 0.001
Preferred stock, shares outstanding	328,925						328,925		328,925		328,925
Preferred stock, shares issued	328,925						328,925		328,925		328,925
Preferred stock, liquidation	$ 0.01						$ 0.01				$ 0.01
Series A Preferred Stock [Member] | AIU Alt Care Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value	20						20				20
Shares Issued, Price Per Share	$ 10						$ 10				$ 10
Series F 6.75% Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Dividends							$ 2,089,878				$ 7,617,716	8,197,740
Officers and Employees [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of restricted stock shares issued during the period											135,923
Allied Integral United Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued	400,000						400,000				400,000
Common stock, shares outstanding	400,000						400,000				400,000
Number of common stock vested compensation for services, shares											570,000
[custom:NumberStockIssuedInExchangeForIndemnificationSettlement]					6,000
Payments of Stock Issuance Costs					$ 60,000
Allied Integral United Inc [Member] | Clearday Oz Fund [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net Income (Loss) Attributable to Parent											$ 334,712	1,267,440
Equity Method Investment, Ownership Percentage	99.00%						99.00%				99.00%
Income (Loss) Attributable to Noncontrolling Interest, before Tax											$ 331,364	1,254,766
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | Partnership Interest [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Value, New Issues							$ 1,431,455			$ 0
Conversion of Stock, Amount Converted											$ 2,444,725	$ 400,000
Warrants issued during the period											2,010,150
Allied Integral United Inc [Member] | AIU Alt Care Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized				1,500,000		1,500,000
Preferred stock, shares authorized				1,500,000		1,500,000
Number of stock issued during the period, shares											89,700	95,500
Conversion of Stock, Description						(i) the aggregate investment amount for such security plus accrued dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the merger, these securities were exchangeable to shares of AIU common stock at a rate of 1 share for every $10.00 of aggregate amount of the investment plus such accrued dividends.
Capital Units, Authorized				700,000		700,000
Stock Issued During Period, Value, New Issues											$ 897,000	$ 955,000
Repayments of Related Party Debt									$ 175,000
Due to Related Parties									$ 500,000
Debt Conversion, Converted Instrument, Amount												$ 325,000
Debt Conversion, Converted Instrument, Shares Issued												32,500
Net Income (Loss) Attributable to Parent											559,270	$ 423,742
Income (Loss) Attributable to Noncontrolling Interest, before Tax											$ 553,677	$ 419,506
Warrants issued during the period											1,270,515
Dividend rate								10.25%
Allied Integral United Inc [Member] | Series A 6.75% Cumulative Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value									$ 0.01
Preferred stock, shares outstanding									4,606,853
Conversion of Stock, Description											The conversion rate to the number of shares of AIU common stock is equal to 1 share for each share of Series A preferred stock.
Allied Integral United Inc [Member] | Series I 10.25% Cumulative Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value				$ 0.01		$ 0.01
Allied Integral United Inc [Member] | Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value	$ 0.01						$ 0.01				$ 0.01
Number of stock issued during the period, shares											89,700
Allied Integral United Inc [Member] | Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member] | Partnership Interest [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of stock issued during the period, shares											244,473
Allied Integral United Inc [Member] | Officers and Employees [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of restricted stock shares issued during the period											57,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized	80,000,000						80,000,000				80,000,000
Common stock, shares issued	3,151,780						3,151,780				3,151,780
Common stock, shares outstanding	3,151,780						3,151,780				3,151,780
Number of stock issued during the period, shares							1,276,042
Number of restricted stock shares issued during the period											1,080,984
Stock Issued During Period, Value, New Issues											$ 1,276
Common Stock [Member] | Clearday Oz Fund [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of stock issued during the period, shares											3,281,508
Common Stock [Member] | AIU Alt Care Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized				1,500,000		1,500,000
Common Stock [Member] | Series F Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value	$ 2.38						$ 2.38				$ 2.38
Common Stock [Member] | Holders [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of restricted stock shares issued during the period											2,860,800
Common Stock [Member] | Allied Integral United Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued	2,751,780						2,751,780				2,751,780
Common stock, shares outstanding	2,751,780						2,751,780				2,751,780
Number of stock issued during the period, shares											13,638,395
Number of restricted stock shares issued during the period											453,316
Common Stock [Member] | Superconductor Technologies Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of restricted stock shares issued during the period											0
Common stock voting rights											The vote of a majority of minority stockholders applies when an individual or entity and its affiliates or associates together own more than 50% of the voting power of the Company’s then outstanding capital stock.
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	10,000,000						10,000,000				10,000,000
Preferred stock, par value	$ 0.001						$ 0.001				$ 0.001
Preferred Stock [Member] | AIU Alt Care Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized				1,500,000		1,500,000
Preferred stock, par value				$ 10		$ 10
Preferred Stock [Member] | Series A 6.75% Cumulative Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized									5,000,000
Preferred stock, par value	$ 0.001						$ 0.001				$ 0.001
Preferred stock, shares outstanding	4,797,052						4,797,052		4,606,853		4,797,052
Preferred Stock [Member] | Series F Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value	$ 20						$ 20				$ 20
Preferred Stock [Member] | Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value				$ 0.0001		$ 0.0001
Dividend rate				10.25%
Warrant [Member] | Allied Integral United Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants issued to purchase of stock										32,500		32,500
Warrant [Member] | Allied Integral United Inc [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants issued to purchase of stock	1,376,118						1,376,118				1,376,118
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5						$ 5				$ 5
Warrant [Member] | Allied Integral United Inc [Member] | Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Dividends											$ 500,000
Warrants issued to purchase of stock	11						11				11
Prior Amendment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized	25,000,000						25,000,000				25,000,000
Preferred stock, shares authorized	2,000,000						2,000,000				2,000,000
Independent Consulting Agreement [Member] | Preferred Stock [Member] | Allied Integral United Inc [Member] | AIU Alt Care Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of stock issued during the period, shares			5,000
Shares Issued, Price Per Share			$ 10
Stock Issued During Period, Value, New Issues			$ 50,000

Preferred Stock - Mezzanine (De

Preferred Stock - Mezzanine (Details Narrative) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, shares authorized	10,000,000
Preferred stock, par value	$ 0.001	$ 0.001

Schedule of Tax Provision (Deta

Schedule of Tax Provision (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Current tax provision (benefit):
Federal
State
Total current tax benefit
Deferred Tax provision:
Federal
State
Total deferred tax provision
Total tax provision			$ 0	$ 0

Schedule of Federal Statutory I

Schedule of Federal Statutory Income Tax Rate (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Taxes at statutory U.S. federal income tax rate	21.00%	21.00%
State and local income taxes, net of federal tax benefit	6.70%	6.90%
Other differences, net	0.00%
Valuation allowance	(27.70%)	(27.90%)	100.00%	100.00%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income tax expense benefit			$ 0	$ 0
Valuation allowance percentage	(27.70%)	(27.90%)	100.00%	100.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Nov. 12, 2021	Oct. 02, 2021	Oct. 02, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Subsequent Event [Line Items]
Contract sales price					$ 16,500,000
Payment to property					$ 218,774
Financing liabilities				5,427,837		$ 5,906,705
Long term assets				$ 6,330,518		$ 8,396,215
Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from additional refunds	$ 65
Retention received	$ 2,201,316
Subsequent Event [Member] | Pritor Longhorn Buda Hotel LLC [Member] | Property [Member]
Subsequent Event [Line Items]
Contract sales price			$ 4,350,000
Property insurance casualty claims			402,000
Mortgage note and other long term obligations		$ 4,500,000	4,500,000
Payment to property			$ 120,000
Property plant and equipment description			The $120,000 seller note is payable in 12 equal monthly installments beginning November 1, 2021.
Financing liabilities		4,500,000	$ 4,500,000
Long term assets		4,100,000	4,100,000
Subsequent Event [Member] | Pritor Longhorn Buda Hotel LLC [Member] | Property [Member] | Lender [Member]
Subsequent Event [Line Items]
Contract sales price			$ 186,154
Subsequent Event [Member] | M C A Naples L L C [Member] | Property [Member] | Purchase Agreement [Member]
Subsequent Event [Line Items]
Proceeds from Sale of Other Property, Plant, and Equipment		$ 3,141,000
Undivided interests percentage		67.36%	67.36%
Remaining undivided interests percentage		32.64%	32.64%