Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-226979 | |
Entity Registrant Name | Assisted 4 Living, Inc. | |
Entity Central Index Key | 0001719435 | |
Entity Tax Identification Number | 82-1884480 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5115 East | |
Entity Address, Address Line Two | SR 64 | |
Entity Address, City or Town | Bradenton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34240 | |
City Area Code | (855) | |
Local Phone Number | 668-3331 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 40,345,418 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 3,436,928 | $ 345,982 |
Accounts receivable, net | 8,477,965 | 97,073 |
Prepaid expenses and other current assets | 6,638,639 | 207,592 |
Total current assets | 18,553,532 | 650,647 |
Lease right of use asset | 48,062,910 | 3,977,988 |
Goodwill | 13,706,724 | 3,431,148 |
Leasehold improvements, net | 3,837,574 | 2,614,391 |
Property and equipment, net | 2,551,077 | 128,475 |
Total assets | 86,711,817 | 10,802,649 |
Current liabilities: | ||
Accounts payable and accrued expenses | 10,265,257 | 148,180 |
Notes payable, net of discount current portion | 4,003,158 | 2,385,010 |
Accrued interest, Including related party | 5,549 | 48,601 |
Loan Payable - other | 201,927 | 63,907 |
Lease liability - current portion | 8,045,316 | 189,397 |
Advanced payments | 2,617,998 | |
Deferred revenue | 479,999 | 25,703 |
Deferred HHS Revenue | 1,539,217 | |
Liability to issue shares | 5,000,000 | |
Due to Seller for acquisition | 902,847 | |
Total current liabilities | 33,061,268 | 2,860,798 |
Lease liability - net of current portion | 40,160,954 | 3,864,321 |
Liability to issue shares - long term | 5,250,000 | |
Notes payable, net of discount and current portion | 835,730 | 322,490 |
Total liabilities | 79,307,952 | 7,047,609 |
Stockholders’ equity: | ||
Common stock, par value $0.0001; 100,000,000 shares authorized, 40,345,418, and 4,165,418 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 4,035 | 417 |
Additional paid-in capital | 12,704,727 | 7,460,348 |
Subscription receivable | (30) | |
Accumulated deficit | (5,304,896) | (3,705,695) |
Total stockholders’ equity | 7,403,866 | 3,755,040 |
Total liabilities and stockholders’ equity | $ 86,711,817 | $ 10,802,649 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 40,345,418 | 4,165,418 |
Common Stock, Shares, Outstanding | 40,345,418 | 4,165,418 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net Revenue | $ 6,111,828 | $ 442,477 | $ 6,718,753 | $ 443,392 |
Cost of services provided | 2,934,599 | 153,013 | 3,167,059 | 153,013 |
Gross profit | 3,177,229 | 289,464 | 3,551,694 | 290,379 |
Operating expenses | ||||
Salaries and payroll expense | 1,310,119 | 304,075 | 1,603,233 | 549,787 |
General and administrative | 1,314,990 | 149,581 | 1,613,190 | 248,664 |
Lease expense | 779,380 | 80,613 | 921,055 | 104,674 |
Professional fees | 889,079 | 1,210 | 984,770 | 64,010 |
Marketing and advertising | 94,815 | (4,529) | 100,485 | 8,102 |
Depreciation and amortization expense | 107,991 | 7,391 | 158,574 | 7,391 |
Total operating expenses | 4,496,374 | 538,341 | 5,381,307 | 982,628 |
Loss from operations | (1,319,145) | (248,877) | (1,829,613) | (692,249) |
Other income (expense) | ||||
Interest expense | (79,072) | (138,588) | (3) | |
Total other income (expense) | (79,072) | (138,588) | (3) | |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES AND RESULTS FROM DISCONTINUED OPERATIONS | (1,398,217) | (248,877) | (1,968,201) | (692,252) |
Income taxes | ||||
LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS | (1,398,217) | (248,877) | (1,968,201) | (692,252) |
Loss from discontinued operations | (17,423) | (26,500) | ||
Gain on disposal of discontinued operations | 395,500 | 395,500 | ||
Income from discontinued operations | 378,077 | 369,000 | ||
Net loss attributable to common shareholders | $ (1,020,140) | $ (248,877) | $ (1,599,201) | $ (692,252) |
Continuing Operations | ||||
Loss per share - basic and diluted - Continuing operations | $ (0.03) | $ (0.06) | $ (0.07) | $ (0.17) |
Weighted average shares outstanding – basic and diluted | 39,481,530 | 4,008,443 | 23,278,789 | 4,008,443 |
Discontinued Operations | ||||
Earnings per share - basic | $ 0.01 | $ 0.02 | ||
Earnings per share - diluted | $ 0.01 | $ 0.01 | ||
Weighted average shares outstanding - basic | 39,481,530 | 23,278,789 | ||
Weighted average shares outstanding - diluted | 41,931,407 | 24,742,905 | ||
Program Revenue [Member] | ||||
Net Revenue | $ 5,377,803 | $ 433,990 | $ 5,978,918 | $ 433,990 |
Rental Revenue [Member] | ||||
Net Revenue | 5,975 | 1,875 | 11,600 | 1,875 |
Product and Service, Other [Member] | ||||
Net Revenue | $ 728,050 | $ 6,612 | $ 728,235 | $ 7,527 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 401 | $ 6,618,364 | $ (170) | $ (2,407,760) | $ 4,210,835 |
Balance, shares at Dec. 31, 2019 | 4,008,443 | ||||
Net loss for the period | (692,252) | ||||
Ending balance, value at Jun. 30, 2020 | $ 401 | 6,618,364 | (170) | (3,543,387) | 3,075,208 |
Balance, shares at Jun. 30, 2020 | 4,008,443 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 401 | 6,618,364 | (170) | (2,407,760) | 4,210,835 |
Balance, shares at Dec. 31, 2019 | 4,008,443 | ||||
Net loss for the period | (443,375) | (443,375) | |||
Ending balance, value at Mar. 31, 2021 | $ 3,540 | 10,500,222 | (4,284,756) | 6,219,006 | |
Balance, shares at Mar. 31, 2021 | 35,395,418 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 401 | 6,618,364 | (170) | (2,851,135) | 3,767,460 |
Balance, shares at Mar. 31, 2020 | 4,008,443 | ||||
Net loss for the period | (692,252) | (692,252) | |||
Ending balance, value at Jun. 30, 2020 | $ 401 | 6,618,364 | (170) | (3,543,387) | 3,075,208 |
Balance, shares at Jun. 30, 2020 | 4,008,443 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 417 | 7,460,348 | (30) | (3,705,695) | 3,755,040 |
Balance, shares at Dec. 31, 2020 | 4,165,418 | ||||
Collection on subscription receivable | 30 | 30 | |||
Issuance of shares for acquisition | $ 3,123 | 3,039,874 | 3,042,997 | ||
Issuance of shares for acquisition, shares | 31,230,000 | ||||
Net loss for the period | (579,061) | (579,061) | |||
Ending balance, value at Mar. 31, 2021 | $ 3,540 | 10,500,222 | (4,284,756) | 6,219,006 | |
Balance, shares at Mar. 31, 2021 | 35,395,418 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 417 | 7,460,348 | (30) | (3,705,695) | 3,755,040 |
Balance, shares at Dec. 31, 2020 | 4,165,418 | ||||
Net loss for the period | (1,599,201) | ||||
Ending balance, value at Jun. 30, 2021 | $ 4,035 | 12,704,727 | (5,304,896) | 7,403,866 | |
Balance, shares at Jun. 30, 2021 | 40,345,418 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 3,540 | 10,500,222 | (4,284,756) | 6,219,006 | |
Balance, shares at Mar. 31, 2021 | 35,395,418 | ||||
Issuance of shares via private placement | $ 115 | 574,885 | 575,000 | ||
Issuance of shares via private placement, shares | 1,150,000 | ||||
Issuance of shares for the conversion of debt | $ 400 | 1,999,600 | 2,000,000 | ||
Issuance of shares for the conversion of debt, shares | 4,000,000 | ||||
Shares returned and cancelled for transfer of discontinued operations | $ (20) | (369,980) | (370,000) | ||
Shares returned and cancelled for transfer of discontinued operations, shares | (200,000) | ||||
Net loss for the period | (1,020,140) | (1,020,140) | |||
Ending balance, value at Jun. 30, 2021 | $ 4,035 | $ 12,704,727 | $ (5,304,896) | $ 7,403,866 | |
Balance, shares at Jun. 30, 2021 | 40,345,418 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 15 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | |
Cash flows from operating activities | ||||||
Net loss | $ (1,020,140) | $ (579,061) | $ (692,252) | $ (1,599,201) | $ (692,252) | $ (443,375) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||||
Net gain from discontinued operations | (369,000) | |||||
Depreciation and amortization | 107,991 | 7,391 | 158,574 | 7,391 | ||
(Increase) decrease in assets | ||||||
Prepaid expenses and other current assets | (2,269,244) | (24,598) | ||||
Deposits and other assets | (1,500,120) | |||||
Accounts receivable, net | (576,747) | (307,854) | ||||
Increase (decrease) in liabilities | ||||||
Accounts payable and accrued expenses | 282,992 | 515,557 | ||||
Deferred Revenue | 454,296 | |||||
Advance payments | (910,985) | |||||
Accrued payroll and other expenses | 1,050,577 | 127,169 | ||||
Accrued interest | (43,052) | |||||
Cash used in operating activities | (5,321,910) | (374,588) | ||||
Cash flows from investing activities | ||||||
Goodwill from acquisition | (3,431,148) | |||||
Non-cash operating lease expense | 64,175 | 24,611 | ||||
Cash and assets from acquisition | 3,432,847 | |||||
Investment in leasehold improvements | (149,528) | (1,123,328) | ||||
Purchase of property and equipment | (55,993) | (71,619) | ||||
Cash used in investing activities | 3,291,501 | (4,601,484) | ||||
Cash flows from financing activities | ||||||
Repayment of principal on notes payable | (400,491) | |||||
Proceeds from the sale of common stock | 575,000 | (31) | ||||
Proceeds from notes payable | 2,221,995 | 735,682 | ||||
Repayment on loans payable | (315,023) | |||||
Warrants to be issued | 342,001 | |||||
Proceeds from the issuance of registered shares | 3,039,874 | 170 | ||||
Cash provided by financing activities | 5,121,355 | 1,077,822 | ||||
Net increase (decrease) in cash | 3,090,946 | (3,898,250) | ||||
Cash, beginning of year | $ 345,982 | 345,982 | 4,044,700 | $ 4,044,700 | ||
Cash, end of period | $ 3,436,928 | $ 146,451 | 3,436,928 | 146,451 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW | ||||||
Interest Paid | 39,684 | |||||
Taxes Paid | ||||||
NON-CASH ITEMS | ||||||
Liability to issue shares for acquisition | 10,250,000 | |||||
Goodwill from acquisition | 10,275,576 | |||||
Recognition of lease liability and right of use asset at inception | 44,160,089 | 2,754,383 | ||||
Conversion of notes payable and accrued interest for common stock | $ 2,000,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Assisted 4 Living, Inc. (“the Company,” “we”, “our” or “us”) was incorporated in the state of Nevada on May 24, 2017, and is based in Bradenton, Florida. Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”), and the fiscal year end is December 31. As discussed in NOTE 3, on March 23, 2021, we entered into a Plan of Merger with our wholly-owned subsidiary, BPCC Acquisition, Inc., a Florida corporation (“Merger Sub”) and Banyan Pediatric Care Centers, Inc. (“Banyan”). Under the terms of the Plan of Merger, Merger Sub merged with and into Banyan with Banyan surviving the merger (the “Surviving Entity”) and becoming a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger, we succeeded to the business of Banyan. The Merger has been treated as a recapitalization and reverse acquisition of the Company for financial accounting purposes, and Banyan is considered the acquirer for financial reporting purposes. This means that the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Banyan before the Merger in this Quarterly Report and future filings with the SEC. Through Banyan, we operate three pediatric extended care centers (“PPECs”) in southwest Florida. A PPEC is a nurse-staffed pediatric day care center for medically complex children age birth to 21 years. Our staff includes Registered Nurses (RNs), Licensed Practical Nurses (LPNs), Certified Nursing Assistants (CNAs) and Caregivers, who attend to the children’s medical conditions throughout the day in classroom, dining, play, and clinical settings. Banyan is fully licensed and accepts Florida Medicaid. As discussed in NOTE 5, on June 10, 2021, we entered into an Amended and Restated Membership Interest Purchase Agreement (the “Restated Purchase Agreement”), by and among the Company, Richard T. Mason (“Mason”), G. Shayne Bench (“Bench”) and Trillium Healthcare Group, LLC, a Florida limited liability company (“Trillium”) to acquire all of the issued and outstanding ownership interests of Fairway Healthcare Properties, LLC (“FHP”) and Trillium Healthcare Consulting, LLC (together with FHP, the “Trillium Subsidiaries”) from Trillium. The transaction closed and was effective June 10, 2021. Through the Trillium subsidiaries we lease and operate 26 facilities in four states: Florida, Georgia, Iowa, and Nebraska with 1,685 total licensed beds (1,546 skilled nursing, 139 assisted living) and 36 independent living apartments. The breakdown by state is as follows: Florida – 1 skilled nursing facility; Georgia – 1 skilled nursing facility; Iowa – 16 skilled nursing facilities, 2 independent living centers and 1 assisted living centers; Nebraska – 4 skilled nursing facilities and 1 assisted living center. The facilities provide room and board, routine daily care services, post-acute care including rehabilitation and memory care. The Trillium Subsidiaries were organized under the laws of the State of Florida on February 9, 2012, for the purpose of acquiring and managing long term care facilities, such as skilled nursing facilities and assisted living centers. We are headquartered at 5115 East SR 64 Bradenton, Florida 34208. The corporate website is www.assisted4living.com COVID-19 In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. We are closely monitoring developments and are taking steps to mitigate the potential risks related to the COVID-19 pandemic to the Company, its employees, as well as its residential and consulting clients. Our evaluations of our practices, procedures, and operations, related to COVID-19, is ongoing. Additional updates to policies, procedures and operations will occur as best practices are adopted and as we deem necessary or advisable, or as further governmental guidance or regulations are implemented. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company (“Financial Statements”) have been prepared in accordance with GAAP for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, the accompanying Financial Statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2021, are not necessarily indicative of the operating results for the full fiscal year or any future period. These Financial Statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021 and Current Report on Form 8-K on June 2, 2021. As of April 30, 2021, we had discontinued operations reflected in the accompanying Financial Statements. As a result of the Plan of Merger completed on March 23, 2021 (see NOTE 3) we have changed our year end reporting period from November to December. Capital Requirements, Liquidity and Going Concern Considerations These Financial Statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Although we had cash and accounts receivable in the amount of approximately $ 11.9 5.2 14.5 1.6 As a result of these factors, we determined it was necessary to review our cash flow for 2021 and an overall analysis of market trends to determine whether or not we have sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Quarterly Report. We also determined it was necessary to take certain corporate actions, including reducing discretionary expenses (and reduced reliance on agency staffing), improving revenue (including added Therapy and Rehab services), and raising additional capital, in order to ensure we have sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Quarterly Report. Subsequent to June 30, 2021 we have sold approximately 1,575,000 1,575,000 5 Basis of Consolidation These Financial Statements include the accounts of the Company and the wholly-owned subsidiaries, Banyan Pediatric Care Centers, Inc, Banyan Pediatric Care Centers – OPS, LLC, Banyan Pediatric Care Centers – St. Petersburg, LLC, Banyan Pediatric Care Centers, - Pasco, LLC and Banyan Pediatric Care Centers – Sarasota, LLC and the discontinued operations of Assisted 2 Live, Inc., the wholly owned subsidiary that was discontinued as of April 30, 2021. All material intercompany balances and transactions have been eliminated. The Financial Statements also include the accounts of the Trillium Subsidiaries from June 10, 2021, the effective date of the transaction with Trillium. Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s Financial Statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. COVID-19 Pandemic and CARES Act Funding COVID-19 Pandemic. In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus. In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 have materially affected the Company’s results of operations during 2020. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $ 178 100 The Company’s accounting policies for the recognition of these stimulus monies is as follows: Pandemic Relief Funds The Company received an aggregate of $ 13,487,923 4,242,796 7,705,911 1,539,217 The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met considers, among other things, the CARES Act, the CAA and all frequently asked questions and other interpretive guidance issued by HHS, including the Post-Payment Notice of Reporting Requirements issued on January 15, 2021 (the “January 15, 2021 Notice”) and frequently asked questions issued by HHS on January 28, 2021 which clarified previously issued guidance, as well as expenses incurred attributable to the coronavirus and the Company’s results of operations during such period as compared to the Company’s budget. Such guidance, specifically the various Post-Payment Notice of Reporting Requirements and frequently asked questions issued by HHS, set forth the allowable methods for quantifying eligible healthcare related expenses and lost revenues. Only healthcare related expenses attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse are eligible to be claimed. On the basis of guidance available at the time, the Company’s estimate of lost revenues was first based on the negative change in year-over-year net patient care operating revenue, then on the negative change in year-over-year net patient care operating income and finally on the difference between budgeted and actual revenue for calendar year. The calculation as of June 30, 2021 is in accordance with the CAA which indicates that lost revenues may be calculated pursuant to frequently asked questions published by HHS in June 2020, including the difference between a provider’s budgeted and actual revenue if such budget had been established prior to March 27, 2020. The use of funds calculation as of June 30, 2021 takes into account expenses attributable to each respective entity, which primarily relate to incremental labor and supply costs, as well as lost revenues. General fund distributions were allocated among subsidiaries according to total unreimbursed losses. Targeted distributions were not allocated or transferred among subsidiaries. While the CAA, January 15, 2021 Notice and frequently asked questions published by HHS on January 28, 2021 indicate that targeted distribution payments may be allocated or transferred to subsidiaries, distinct conditions exist for such allocations or transfers including that the parent organization have a “direct ownership relationship” with the subsidiary who received the targeted distribution payment. Additionally, the subsidiary that was the recipient of the targeted distribution payment retains responsibility for reporting to HHS on the use of such funds even if they are transferred or allocated to other subsidiaries. There are significant uncertainties as to the meaning and interpretation of conditions specific to the allocation or transfer of targeted distribution payments such that as of June 30, 2021, the Company is not reasonably assured that it can or will choose to comply with such conditions in order to allocate or transfer targeted distribution payments. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional PHSSEF payments or may result in the de recognition of amounts previously recognized, which (in any such case) may be material. Medicare Accelerated Payments The Company recorded payments under the Medicare Accelerated and Advance Payment program in accordance with FASB ASC 606 and has recorded amounts as a contract liability under FASB ASC 606-10-45-2. The contract liability will be reduced over time as revenue is recognized for claims submitted for services provided after the recoupment period begins. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued and will be assessed for each full 30-day period that the balance remains unpaid 2,617,998 The company receives a substantial portion of our revenues from the Medicare and Medicaid programs. Included in Managed Care and other third-party payors is operating revenues from insurance companies with which we have insurance provider contracts, Medicare managed care, insurance companies for which we do not have insurance provider contracts, workers’ compensation carriers and non-patient service revenue, such as rental income and cafeteria sales. In the future, we generally expect the portion of revenues received from the Medicare and Medicaid programs to increase over the long-term due to the general aging of the population and the impact of the Affordable Care Act. The Affordable Care Act has increased the number of insured patients in states that have expanded Medicaid, which in turn, has reduced the percentage of revenues from self-pay patients. However, it is unclear whether the trend of increased coverage will continue, due in part to the impact of the COVID-19 pandemic and the elimination of the financial penalty associated with the individual mandate, effective January 1, 2019. Further, the Affordable Care Act imposes significant reductions in amounts the government pays Medicare managed care plans. Moreover, the trend toward increased enrollment in Medicare and Medicaid managed care may adversely affect our operating revenue. An executive order issued in October 2019 seeks to accelerate this shift away from traditional fee-for-service Medicare to Medicare managed care. We may also be impacted by regulatory requirements imposed on insurers, such as minimum medical-loss ratios and specific benefit requirements. Furthermore, in the normal course of business, managed care programs, insurance companies and employers actively negotiate the amounts paid to hospitals. Our relationships with payors may be impacted by price transparency initiatives and out-of-network billing restrictions. There can be no assurance that we will retain our existing reimbursement arrangements or that these third-party payors will not attempt to further reduce the rates they pay for our services. Net operating revenues include amounts estimated by management to be reimbursable by Medicare and Medicaid under prospective payment systems and provisions of cost-based reimbursement and other payment methods. In addition, we are reimbursed by non-governmental payors using a variety of payment methodologies. Amounts we receive for the treatment of patients covered by Medicare, Medicaid and non-governmental payors are generally less than our standard billing rates. We account for the differences between the estimated program reimbursement rates and our standard billing rates as contractual allowance adjustments, which we deduct from gross revenues to arrive at net operating revenues. Final settlements under some of these programs are subject to adjustment based on administrative review and audit by third parties. We account for adjustments to previous program reimbursement estimates as contractual allowance adjustments and report them in the periods that such adjustments become known. Fair Value of Financial Instruments The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. There was no goodwill impairment for the periods presented. The Company tests goodwill for impairment on an annual basis, and when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the years presented. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Earnings (Loss) Per Share Basic Earnings (loss) per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is determined using the weighted-average of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Any future benefit arising from losses have been offset by a valuation allowance. Accordingly, no provision for income taxes is reflected in the condensed consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At June 30, 2021 and December 31, 2020, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2017 are open and subject to examination by the taxing authorities. Revenue Recognition We follow ASC 606, “Revenue from Contracts with Customers.” Revenues are recognized when promised services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. We derive our revenues from the rendering of services, such as skilled nursing services. The five-step model defined by ASC 606 requires us to: (i) identify our contracts with customers, (ii) identify our performance obligations under those contracts, (iii) determine the transaction prices of those contracts, (iv) allocate the transaction prices to our performance obligations in those contracts and (v) recognize revenue when each performance obligation under those contracts is satisfied. Reimbursement rates to provide services in our facilities are determined by the fee schedules set by the government programs and negotiated in contracts with non-governmental third-party payors and private pay patients. Fees are billed to the payors and private pay patients weekly and monthly following billing guidelines and contract requirements. Net Patient Revenue Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write-offs and collections at facilities that represent a majority of our revenues and accounts receivable. Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
BANYAN MERGER
BANYAN MERGER | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BANYAN MERGER | NOTE 3 BANYAN MERGER Effective March 23, 2021, we entered into a Plan of Merger with Merger Sub and Banyan. Under the terms of the Plan of Merger, Merger Sub merged with and into Banyan with Banyan as the Surviving Entity and wholly owned subsidiary of the Company. The Merger has been treated as a recapitalization and reverse acquisition of the Company for financial accounting purposes, and Banyan is considered the acquirer for accounting purposes. This means that the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Banyan. In connection with the Merger, we issued 4,165,418 49,984,649 64 75,000 900,000 0.38 The Surviving Entity assumed Banyan’s $ 2,300,000 2,000,000 20,000,000 0.50 4,000,000 2,000,000 300,000 12 3,000 November 6, 2021 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4 – DISCONTINUED OPERATIONS On April 30, 2021, our Board of Directors (the “Board”) approved the discontinuance of our wholly owned subsidiary, Assisted 2 Live, Inc. (the “Discontinued Subsidiary”). The operations of the Discontinued Subsidiary are reflected on our condensed consolidated statement of operations from the date of the Merger as a loss from discontinued operations in the amount of $ 26,500 The April 30, 2021, Board decision was the result of the Purchase and Sale Option Agreement (the “Option Agreement”) with Romulus Barr (“Barr”) which we entered into on November 7, 2020. The Option Agreement provided us with the option to sell all of our interest in Assisted 2 Live, Inc., consisting of 1,000 200,000 200,000 395,500 1.85 SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS 2021 2020 2021 2020 For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Net revenues $ 71,485 $ - $ 76,847 $ - Cost of net revenues - - - - Gross profit - - - - Operating expenses: Salary and tax expense 33,923 - 46,813 - General and administrative 51,792 - 52,555 - Lease expense 3,246 - 3,979 - Total operating expenses 88,961 - 103,347 - Income from discontinued operations (17,476 ) - (26,500 ) - Interest and other, net - - - - Income from discontinued operations before income taxes (17,476 ) - (26,500 ) - Provision for income taxes - - Income from discontinued operations, net of income taxes $ (17,476 ) $ - $ (26,500 ) $ - |
TRILLIUM ACQUISITION
TRILLIUM ACQUISITION | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
TRILLIUM ACQUISITION | NOTE 5 – TRILLIUM ACQUISITION On June 10, 2021, we entered into the Restated Purchase Agreement, by and among the Company, Mason, Bench and Trillium to acquire all of the issued and outstanding ownership interests of the Trillium Subsidiaries from Trillium (the “Transaction”). The Transaction closed and was effective June 10, 2021 Pursuant to the terms and conditions of the Restated Purchase Agreement, the aggregate purchase price consists of: (i) a cash payment of $ 902,847 2,500,000 5,000,000 2,500,000 As a condition to closing, the Trillium Subsidiaries paid with cash on hand $ 1,200,000 3,000,000 3,000,000 3,000,000 3,000,000 The Preferred Shares, with respect to rights on liquidation, winding up and dissolution, rank pari passu with the Common Shares. The holders of Preferred Shares have the right to cast one (1) vote for each Preferred Share held of record on all matters submitted to a vote of holders of the Common Shares, including the election of directors, and all other matters as required by law. The Preferred Shares are not convertible into Common shares at the election of the holder. However, the Preferred Shares do automatically convert into Common Shares at a one-to-one ratio two years from date of issuance. In lieu of converting the Preferred Shares, the holders thereof may elect to have the Company redeem one or more Preferred Shares at the redemption price of $1.00 per share two years from the date of issuance. The Company is required to issue the Preferred Shares to Trillium within 30 days after the purchase of the Properties closes. In connection with the issuance of the Preferred Shares, the Company will file a Certificate of Designation with the Nevada Secretary of State prior to such issuance. In connection with obtaining the Landlords’ consent to the Transaction, the Company entered into: (i) a guaranty agreement with each Landlord under which the Company agreed to guaranty all obligations and liabilities under master leases for property and facilities owned by the Landlords’ and their affiliates and leased by FHP’s direct and indirect wholly-owned subsidiaries; and (ii) a Consent Agreement and Fifth Amendment to Master Lease with Omega (the “Consent”) regarding the Properties. Under the terms of the Consent, until the earlier of the purchase of the Properties closes or the expiration of the master lease agreement for the Properties in 2027: (a) Mason and Bench must remain responsible for, and have authority over, the day to day management and operations of the Properties and related facilities; and (b) the Company may not make any payment, transfer or distribution of cash or any assets to one or more equity holders or any person or entity with possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Company, through the ownership of voting securities (an “Affiliate”), or return any capital, redemption of any security, or making or assumption of any loans, advances or extension of credit or capital contribution to, or any other investment in, any Affiliate, including, but not limited to, a fee for management, a payment for services rendered, a reimbursement for expenditures or overhead incurred on behalf of the Company or a payment on any debt of an Affiliate; provided, however, the Company may contribute or transfer cash or other assets to its, direct or indirect, wholly-owned subsidiaries, and pay reasonable cash compensation to the members of the Board and executive officers provided that such compensation does not in the aggregate, exceed $ 600,000 The initial purchase price has been allocated to the acquired assets and assumed liabilities based on estimated fair values. The purchase price allocation is preliminary pending a final determination of the fair values of the assets and liabilities. The table below provides a preliminary recording of assets acquired and liabilities assumed as of the acquisition date. The amounts recorded for property, plant and equipment, leasehold improvements and goodwill are preliminary and pending finalization of valuation efforts. SUMMARY OF ACQUIRED ASSETS AND LIABILITIES ASSUMED Assets acquired Cash $ 3,432,847 Accounts receivable 7,828,034 Prepaid expenses and other current assets 2,661,683 Property and equipment 2,380,635 Goodwill 10,275,576 Leasehold improvements 1,213,273 Lease right of use asset 44,196,092 Total identifiable assets acquired $ 71,988,139 Liabilities assumed Advance payments $ 2,905,234 Accounts payable and accrued expenses 8,783,508 Deferred revenue 2,162,966 Loan Payable - other 453,043 Lease liability - current portion 7,837,406 Notes payable 2,309,884 Lease liability - net of current portion 36,383,251 Cash due to seller 902,847 Share liability 10,250,000 Total identifiable liabilities acquired $ 71,988,139 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 6– ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Our accounts payable and accrued liabilities at June 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2021 December 31, 2020 (Unaudited) Accounts payable $ 5,495,150 $ 16,298 Credit Card 45,477 1,050 Accrued Expense 2,554,399 130,832 Accrued Salary 2,033,493 - Payroll Tax Payable 136,738 - Accounts Payable and Accrued Liabilities $ 10,265,257 $ 148,180 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE Notes payable at June 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF NOTES PAYABLE June 30, 2021 December 31, 2020 Excel Family Partners, LLLP / Banyan Pediatric Investment, Inc. (Sep 2020) a $ - $ 2,000,000 NuView Trust Co. (Nov 2020) b 300,000 300,000 Grand Trinity Plaza, LLC (Dec 2020) c 369,458 407,500 Reliant d.i 1,002,941 - HCSG d.ii 496,489 - Medline d.iii 301,470 - SLR - RLOC e 2,368,528 - $ 4,838,887 $ 2,707,500 a. On September 18, 2020, through Banyan, we entered into a Convertible Note and Securities Purchase Agreement with two investors for the aggregate principal in the amount of $ 2,000,000 September 18, 2022 8 1,500,000 500,000 0.10 0.50 0 45,589 b. On November 6, 2020, through Banyan, we entered into a one-year 300,000 12 no c. On December 15, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into a note payable with Grand Trinity Plaza, LLC in the principal amount of $ 407,500 48 6 January 1, 2025 84 407,500 d. In 2019, certain vendors of Trillium agreed to extend payment terms by converting then outstanding amounts of accounts payable balances to long-term debt bearing interest at rates ranging from 0 6 d.i i. Reliant note payable - Past due balances with vendor Reliant were converted to a note payable in 36 equal monthly installments 69,568 6 June 30, 2021 d.ii ii. HCSG note payable – Past due balances with vendor HCSG were converted to a non-interest-bearing note payable; payable in 36 equal monthly principal installments 33,099 June 30, 2021 d.iii iii. Medline note payable – Past due balances with vendor Medline were converted to a note payable; payable in 36 equal monthly installments 20,911 6 June 30, 2021 e. SLR revolving line of credit - On May 9, 2019, Trillium entered into a financing agreement (“the GHF Line”) with Gemino Healthcare Finance, LLC (DBA SLR Healthcare ABL), the lender, which allows the Trillium Subsidiaries to borrow up to the lesser of $ 10 85 2 4.95 1 0.75 May 9, 2022 2,368,530 The entire balance due on each line has been classified as a current liability in accordance with FASB ASC Topic 470-10-45-5, Classification of Revolving Credit Agreements Subject to Lock-Box Arrangements. FASB guidance stipulates that if the contractual provisions of a loan arrangement require, in the ordinary course of business and without another event occurring, the cash receipts of a debtor to be used to repay the existing obligation, the credit agreement should be considered a short-term obligation. |
LEASEHOLD IMPROVEMENTS
LEASEHOLD IMPROVEMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Leasehold Improvements | |
LEASEHOLD IMPROVEMENTS | NOTE 8 – LEASEHOLD IMPROVEMENTS The Company had the following leasehold improvements as of June 30, 2021 and December 31, 2020: SCHEDULE OF LEASESHOLD IMPROVEMENTS June 30, December 31, Amortization 2021 2020 Period Leasehold improvements 3,985,521 2,669,047 15 17 Less: amortization (147,947 ) (54,656 ) Net 3,837,574 2,614,391 During the year ended December 31, 2020, we recorded $ 2,669,047 1,245,950 15 1,021,793 17 401,303 15 1,213,273 103,201 15 Amortization expense for the three months ended June 30, 2021 and 2020 was $ 105,466 4,459 Amortization expense for the six months ended June 30, 2021 and 2020 was $ 147,947 54,656 |
OPERATING AND CAPITAL LEASES
OPERATING AND CAPITAL LEASES | 6 Months Ended |
Jun. 30, 2021 | |
Operating And Capital Leases | |
OPERATING AND CAPITAL LEASES | NOTE 9 – OPERATING AND CAPITAL LEASES On August 24, 2019, through Banyan Pediatric Care Centers-Sarasota, LLC, we entered into an operating lease with Northeast Plaza Venture I, LLC for the premises located in the Northeast Plaza Shopping Center located on the Northeast corner of 17th Street & Lockwood Ridge Road, in the County of Sarasota, Florida. The initial term of the lease is five years 180,000 The landlord granted rent abatement for this lease until February 24, 2020 The lease end date, including two successive 5 1,899,869 On October 15, 2019, through Banyan, we entered into an assignment and assumption of lease agreement with The Kidz Club – St. Pete, LLC whereby we assumed approximately 12,137 113,681 October 31, 2024 1.5 875,539 Effective April 1, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into an 84 94,500 The landlord granted rent abatement until September 2020 The lease end date, including two successive 5 1,143,743 On June 9, 2020, through Banyan, we entered into a 36 5,376 12 12 The equipment under this lease has a fixed $1 payment buyout option. 16,066 On August 25, 2020, through Banyan, we entered into a 60 This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased. 24,859 23,920 102,393 On October 20, 2020, through Banyan, we entered into a 60 This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased. 13,381 12,891 55,345 In April of 2021, through Banyan, we entered into a 36 4,920 The equipment under this lease has a fixed $1 payment buyout option. 14,693 The leases assumed in the Trillium acquisition effective June 10, 2021 are reflected in accordance with FASB ASC Topic 842-10-65 which states; for leases in which the acquiree is a lessee, the acquirer shall measure the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease of the acquirer at the acquisition date. The acquirer shall measure the right-of-use asset at the same amount as the lease liability as adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. Through the Trillium acquisition (see NOTE 5) we assumed two 14 10 29,906,314 The second master lease with CTR accounts for 10 5 14,468,509 Through the Trillium acquisition we also assumed 27 capital leases ● 2 phone systems for facilities ● 6 van leases for facilities to transport residents ● 15 copy machine leases for use at the facilities ● 3 postage machine leases for use at the facilities ● 1 lease for a washing machine at a facility These leases are treated as capital leases for accounting purposes. In accordance with ASC 842, we recorded the operating lease right of use asset and lease liability as follows: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY June 30, 2021 December 31,2020 Right of Use (ROU) asset $ 48,062,910 $ 3,977,988 June 30, 2021 December 31,2020 Operating lease liability: Current $ 8,045,316 $ 189,397 Non-Current 40,160,954 3,864,321 Total $ 48,206,270 $ 4,053,718 Maturity of Operating Lease Liability for year ended December 31, SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY 2021 (six months) $ 4,022,658 2022 8,522,553 2023 9,925,285 2024 8,282,933 2025 5,822,272 After 2025 $ 11,630,569 Total lease liability 48,206,270 Information associated with the measurement of our remaining operating lease obligations as of June 30, 2021 is as follows: The operating leases range from a term of 3.14 16.18 5.68 The capital leases range from a term of 1 5.11 3.76 The weighted average discount rate for operating leases is 7.81 The weighted average discount rate for capital leases is 7.82 The lease expense for the three and six month periods ended June 30, 2021 were $ 779,380 921,055 80,613 104,674 |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 10 - EQUITY Preferred Stock We have authorized 25,000,000 0.0001 As discussed in NOTE 5, as part of the Trillium acquisition, Trillium is entitled to 2,500,000 1.00 2,500,000 10,250,000 Common Stock We have authorized 100,000,000 0.0001 40,345,418 Fiscal Year 2021 On March 23, 2021, we entered into a Plan of Merger with Banyan (See NOTE 3). In connection with the Merger, we issued 4,165,418 49,984,649 In conjunction with the Merger, the previously issued 31,230,000 During the period of February 11, 2021 through March 31, 2021 we issued 7,080,000 0.50 3,540,000 During the three months ended June 30, 2021, noteholders of the $ 2,000,000 convertible note exercised their right to convert the note with an effective date of March 30, 2021 (see NOTE 3), 4,000,000 Common Shares were issued for the conversion of the note. The conversion was previously recorded as a liability to issue shares in the amount of $ 2,000,000 . During the three months ended June 30, 2021, we issued Common Shares in satisfaction of a liability to issue shares in the amount of $ 575,000 1,150,000 0.50 As discussed in NOTE 5, as part of the Trillium acquisition, Trillium is entitled to Common Shares having an aggregate value of $ 5,000,000 5,000,000 Fiscal Year 2020 During the year ended December 31, 2020, $ 140 30 On September 19, 2020, we issued 2,000,000 500,000 Warrants In association with the September 27, 2019, Asset Purchase Agreement (The Kidz Club St Pete, LLC), we issued 75,000 0.38 September 27, 2029 SCHEDULE OF WARRANTS OUTSTANDING Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 1, 2020 - - - $ - Granted 75,000 $ 0.38 10 $ - Expired - - - Exercised - - - Outstanding at December 31, 2020 75,000 $ 0.38 9.74 $ 1.62 Granted - - - Expired - - - Exercised - - - Outstanding and exercisable June 30, 2021 75,000 $ 0.38 9.24 $ 1.72 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS On February 1, 2021 (the “Effective Date”), we signed an employment agreement with our new CEO, Louis Collier (“Collier”). Collier will be paid a base salary of $ 400,000 150,000 50,000 50,000 50,000 1,250,000 On March 23, 2021, we entered into a Plan of Merger (See NOTE 3) whereas we assumed debt of $ 2,000,000 that was convertible into 20,000,000 shares of common stock. After the Merger the debt was converted into 4,000,000 restricted Common Shares of the Company. One of the debt holders is majority owned by a director of the Company. During the three month period ending June 30, 2021, 4,000,000 restricted Common Shares were issued. During the three months ended June 30, 2021 and 2020, we compensated members of the Board $ 20,769 0 As of June 30, 2021, we had accrued payroll of $ 60,000 5,549 8 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 12 – SEGMENT INFORMATION The Company has adopted provisions of ASC 280-10 Segment Reporting for the three and six months ended June 30, 2021, and 2020. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. The Company and its Chief Operating Decision Makers determined that the Company’s operations consist of two segments: (i) Banyan’s three pediatric extended care centers (“PPECs”) in southwest Florida, and (ii) the second segment is the Trillium Subsidiaries consisting of senior housing communities including skilled nursing facilities, assisted living facilities and independent living facilities. The table below reflects the segment operations for the six months ended June 30, 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION PPEC Trillium Adjustments, eliminations and unallocated items Consolidated Total revenue, net $ 1,327,549 $ 5,391,203 $ - $ 6,718,753 Cost of Sales (475,711 ) (2,691,349 ) - (3,167,059 ) Gross Profit 851,839 2,699,855 - 3,551,694 Salaries and payroll expense 400,148 945,078 258,007 1,603,233 General and administrative 517,979 941,417 153,795 1,613,190 Lease expense 252,471 668,584 - 921,055 Professional fees 248,160 285,976 450,634 984,770 Marketing and advertising 96,312 4,173 - 100,485 Depreciation and amortization expense 138,789 19,574 211 158,574 Operating Loss $ (802,020 ) $ (164,947 ) $ (862,646 ) $ (1,829,614 ) Total Assets $ 10,376,839 $ 63,161,423 $ 13,173,555 $ 86,711,817 Total Liabilities $ 4,954,976 $ 63,398,004 $ 10,954,972 $ 79,307,951 Cash used in operating activities $ (152,573 ) $ (3,243,853 ) $ (1,925,484 ) $ (5,321,910 ) Cash used in investing activities $ 4,854,510 $ 10,945,611 $ (12,508,620 ) $ 3,291,501 Cash provided by financing activities $ (26,240 ) $ (9,376,659 ) $ 14,524,254 $ 5,121,355 |
CONCENTRATIONS AND CREDIT RISKS
CONCENTRATIONS AND CREDIT RISKS | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS AND CREDIT RISKS | NOTE 13 – CONCENTRATIONS AND CREDIT RISKS Cash The Company places its cash with high credit quality financial institutions. The Company had $ 2,190,303 250,000 Revenues and Accounts Receivable For the period ended June 30, 2021, approximately 61 15 58 19 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS We have evaluated subsequent events from June 30, 2021 through the date of these financial statements were issued and determined the following events require disclosure: Subsequent to June 30, 2021 we issued an additional 1,575,000 1.00 1,575,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company (“Financial Statements”) have been prepared in accordance with GAAP for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, the accompanying Financial Statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2021, are not necessarily indicative of the operating results for the full fiscal year or any future period. These Financial Statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021 and Current Report on Form 8-K on June 2, 2021. As of April 30, 2021, we had discontinued operations reflected in the accompanying Financial Statements. As a result of the Plan of Merger completed on March 23, 2021 (see NOTE 3) we have changed our year end reporting period from November to December. |
Capital Requirements, Liquidity and Going Concern Considerations | Capital Requirements, Liquidity and Going Concern Considerations These Financial Statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Although we had cash and accounts receivable in the amount of approximately $ 11.9 5.2 14.5 1.6 As a result of these factors, we determined it was necessary to review our cash flow for 2021 and an overall analysis of market trends to determine whether or not we have sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Quarterly Report. We also determined it was necessary to take certain corporate actions, including reducing discretionary expenses (and reduced reliance on agency staffing), improving revenue (including added Therapy and Rehab services), and raising additional capital, in order to ensure we have sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Quarterly Report. Subsequent to June 30, 2021 we have sold approximately 1,575,000 1,575,000 5 |
Basis of Consolidation | Basis of Consolidation These Financial Statements include the accounts of the Company and the wholly-owned subsidiaries, Banyan Pediatric Care Centers, Inc, Banyan Pediatric Care Centers – OPS, LLC, Banyan Pediatric Care Centers – St. Petersburg, LLC, Banyan Pediatric Care Centers, - Pasco, LLC and Banyan Pediatric Care Centers – Sarasota, LLC and the discontinued operations of Assisted 2 Live, Inc., the wholly owned subsidiary that was discontinued as of April 30, 2021. All material intercompany balances and transactions have been eliminated. The Financial Statements also include the accounts of the Trillium Subsidiaries from June 10, 2021, the effective date of the transaction with Trillium. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s Financial Statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. |
Allowance for Doubtful Accounts, Contractual and Other Discounts | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. |
COVID-19 Pandemic and CARES Act Funding | COVID-19 Pandemic and CARES Act Funding COVID-19 Pandemic. In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus. In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 have materially affected the Company’s results of operations during 2020. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $ 178 100 The Company’s accounting policies for the recognition of these stimulus monies is as follows: |
Pandemic Relief Funds | Pandemic Relief Funds The Company received an aggregate of $ 13,487,923 4,242,796 7,705,911 1,539,217 The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met considers, among other things, the CARES Act, the CAA and all frequently asked questions and other interpretive guidance issued by HHS, including the Post-Payment Notice of Reporting Requirements issued on January 15, 2021 (the “January 15, 2021 Notice”) and frequently asked questions issued by HHS on January 28, 2021 which clarified previously issued guidance, as well as expenses incurred attributable to the coronavirus and the Company’s results of operations during such period as compared to the Company’s budget. Such guidance, specifically the various Post-Payment Notice of Reporting Requirements and frequently asked questions issued by HHS, set forth the allowable methods for quantifying eligible healthcare related expenses and lost revenues. Only healthcare related expenses attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse are eligible to be claimed. On the basis of guidance available at the time, the Company’s estimate of lost revenues was first based on the negative change in year-over-year net patient care operating revenue, then on the negative change in year-over-year net patient care operating income and finally on the difference between budgeted and actual revenue for calendar year. The calculation as of June 30, 2021 is in accordance with the CAA which indicates that lost revenues may be calculated pursuant to frequently asked questions published by HHS in June 2020, including the difference between a provider’s budgeted and actual revenue if such budget had been established prior to March 27, 2020. The use of funds calculation as of June 30, 2021 takes into account expenses attributable to each respective entity, which primarily relate to incremental labor and supply costs, as well as lost revenues. General fund distributions were allocated among subsidiaries according to total unreimbursed losses. Targeted distributions were not allocated or transferred among subsidiaries. While the CAA, January 15, 2021 Notice and frequently asked questions published by HHS on January 28, 2021 indicate that targeted distribution payments may be allocated or transferred to subsidiaries, distinct conditions exist for such allocations or transfers including that the parent organization have a “direct ownership relationship” with the subsidiary who received the targeted distribution payment. Additionally, the subsidiary that was the recipient of the targeted distribution payment retains responsibility for reporting to HHS on the use of such funds even if they are transferred or allocated to other subsidiaries. There are significant uncertainties as to the meaning and interpretation of conditions specific to the allocation or transfer of targeted distribution payments such that as of June 30, 2021, the Company is not reasonably assured that it can or will choose to comply with such conditions in order to allocate or transfer targeted distribution payments. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional PHSSEF payments or may result in the de recognition of amounts previously recognized, which (in any such case) may be material. |
Medicare Accelerated Payments | Medicare Accelerated Payments The Company recorded payments under the Medicare Accelerated and Advance Payment program in accordance with FASB ASC 606 and has recorded amounts as a contract liability under FASB ASC 606-10-45-2. The contract liability will be reduced over time as revenue is recognized for claims submitted for services provided after the recoupment period begins. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued and will be assessed for each full 30-day period that the balance remains unpaid 2,617,998 The company receives a substantial portion of our revenues from the Medicare and Medicaid programs. Included in Managed Care and other third-party payors is operating revenues from insurance companies with which we have insurance provider contracts, Medicare managed care, insurance companies for which we do not have insurance provider contracts, workers’ compensation carriers and non-patient service revenue, such as rental income and cafeteria sales. In the future, we generally expect the portion of revenues received from the Medicare and Medicaid programs to increase over the long-term due to the general aging of the population and the impact of the Affordable Care Act. The Affordable Care Act has increased the number of insured patients in states that have expanded Medicaid, which in turn, has reduced the percentage of revenues from self-pay patients. However, it is unclear whether the trend of increased coverage will continue, due in part to the impact of the COVID-19 pandemic and the elimination of the financial penalty associated with the individual mandate, effective January 1, 2019. Further, the Affordable Care Act imposes significant reductions in amounts the government pays Medicare managed care plans. Moreover, the trend toward increased enrollment in Medicare and Medicaid managed care may adversely affect our operating revenue. An executive order issued in October 2019 seeks to accelerate this shift away from traditional fee-for-service Medicare to Medicare managed care. We may also be impacted by regulatory requirements imposed on insurers, such as minimum medical-loss ratios and specific benefit requirements. Furthermore, in the normal course of business, managed care programs, insurance companies and employers actively negotiate the amounts paid to hospitals. Our relationships with payors may be impacted by price transparency initiatives and out-of-network billing restrictions. There can be no assurance that we will retain our existing reimbursement arrangements or that these third-party payors will not attempt to further reduce the rates they pay for our services. Net operating revenues include amounts estimated by management to be reimbursable by Medicare and Medicaid under prospective payment systems and provisions of cost-based reimbursement and other payment methods. In addition, we are reimbursed by non-governmental payors using a variety of payment methodologies. Amounts we receive for the treatment of patients covered by Medicare, Medicaid and non-governmental payors are generally less than our standard billing rates. We account for the differences between the estimated program reimbursement rates and our standard billing rates as contractual allowance adjustments, which we deduct from gross revenues to arrive at net operating revenues. Final settlements under some of these programs are subject to adjustment based on administrative review and audit by third parties. We account for adjustments to previous program reimbursement estimates as contractual allowance adjustments and report them in the periods that such adjustments become known. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. |
Goodwill | Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. There was no goodwill impairment for the periods presented. The Company tests goodwill for impairment on an annual basis, and when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the years presented. |
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic Earnings (loss) per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is determined using the weighted-average of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Any future benefit arising from losses have been offset by a valuation allowance. Accordingly, no provision for income taxes is reflected in the condensed consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At June 30, 2021 and December 31, 2020, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2017 are open and subject to examination by the taxing authorities. |
Revenue Recognition | Revenue Recognition We follow ASC 606, “Revenue from Contracts with Customers.” Revenues are recognized when promised services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. We derive our revenues from the rendering of services, such as skilled nursing services. The five-step model defined by ASC 606 requires us to: (i) identify our contracts with customers, (ii) identify our performance obligations under those contracts, (iii) determine the transaction prices of those contracts, (iv) allocate the transaction prices to our performance obligations in those contracts and (v) recognize revenue when each performance obligation under those contracts is satisfied. Reimbursement rates to provide services in our facilities are determined by the fee schedules set by the government programs and negotiated in contracts with non-governmental third-party payors and private pay patients. Fees are billed to the payors and private pay patients weekly and monthly following billing guidelines and contract requirements. |
Net Patient Revenue | Net Patient Revenue Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write-offs and collections at facilities that represent a majority of our revenues and accounts receivable. |
Reclassification | Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS | SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS 2021 2020 2021 2020 For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Net revenues $ 71,485 $ - $ 76,847 $ - Cost of net revenues - - - - Gross profit - - - - Operating expenses: Salary and tax expense 33,923 - 46,813 - General and administrative 51,792 - 52,555 - Lease expense 3,246 - 3,979 - Total operating expenses 88,961 - 103,347 - Income from discontinued operations (17,476 ) - (26,500 ) - Interest and other, net - - - - Income from discontinued operations before income taxes (17,476 ) - (26,500 ) - Provision for income taxes - - Income from discontinued operations, net of income taxes $ (17,476 ) $ - $ (26,500 ) $ - |
TRILLIUM ACQUISITION (Tables)
TRILLIUM ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SUMMARY OF ACQUIRED ASSETS AND LIABILITIES ASSUMED | SUMMARY OF ACQUIRED ASSETS AND LIABILITIES ASSUMED Assets acquired Cash $ 3,432,847 Accounts receivable 7,828,034 Prepaid expenses and other current assets 2,661,683 Property and equipment 2,380,635 Goodwill 10,275,576 Leasehold improvements 1,213,273 Lease right of use asset 44,196,092 Total identifiable assets acquired $ 71,988,139 Liabilities assumed Advance payments $ 2,905,234 Accounts payable and accrued expenses 8,783,508 Deferred revenue 2,162,966 Loan Payable - other 453,043 Lease liability - current portion 7,837,406 Notes payable 2,309,884 Lease liability - net of current portion 36,383,251 Cash due to seller 902,847 Share liability 10,250,000 Total identifiable liabilities acquired $ 71,988,139 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Our accounts payable and accrued liabilities at June 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2021 December 31, 2020 (Unaudited) Accounts payable $ 5,495,150 $ 16,298 Credit Card 45,477 1,050 Accrued Expense 2,554,399 130,832 Accrued Salary 2,033,493 - Payroll Tax Payable 136,738 - Accounts Payable and Accrued Liabilities $ 10,265,257 $ 148,180 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable at June 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF NOTES PAYABLE June 30, 2021 December 31, 2020 Excel Family Partners, LLLP / Banyan Pediatric Investment, Inc. (Sep 2020) a $ - $ 2,000,000 NuView Trust Co. (Nov 2020) b 300,000 300,000 Grand Trinity Plaza, LLC (Dec 2020) c 369,458 407,500 Reliant d.i 1,002,941 - HCSG d.ii 496,489 - Medline d.iii 301,470 - SLR - RLOC e 2,368,528 - $ 4,838,887 $ 2,707,500 a. On September 18, 2020, through Banyan, we entered into a Convertible Note and Securities Purchase Agreement with two investors for the aggregate principal in the amount of $ 2,000,000 September 18, 2022 8 1,500,000 500,000 0.10 0.50 0 45,589 b. On November 6, 2020, through Banyan, we entered into a one-year 300,000 12 no c. On December 15, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into a note payable with Grand Trinity Plaza, LLC in the principal amount of $ 407,500 48 6 January 1, 2025 84 407,500 d. In 2019, certain vendors of Trillium agreed to extend payment terms by converting then outstanding amounts of accounts payable balances to long-term debt bearing interest at rates ranging from 0 6 d.i i. Reliant note payable - Past due balances with vendor Reliant were converted to a note payable in 36 equal monthly installments 69,568 6 June 30, 2021 d.ii ii. HCSG note payable – Past due balances with vendor HCSG were converted to a non-interest-bearing note payable; payable in 36 equal monthly principal installments 33,099 June 30, 2021 d.iii iii. Medline note payable – Past due balances with vendor Medline were converted to a note payable; payable in 36 equal monthly installments 20,911 6 June 30, 2021 e. SLR revolving line of credit - On May 9, 2019, Trillium entered into a financing agreement (“the GHF Line”) with Gemino Healthcare Finance, LLC (DBA SLR Healthcare ABL), the lender, which allows the Trillium Subsidiaries to borrow up to the lesser of $ 10 85 2 4.95 1 0.75 May 9, 2022 2,368,530 |
LEASEHOLD IMPROVEMENTS (Tables)
LEASEHOLD IMPROVEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leasehold Improvements | |
SCHEDULE OF LEASESHOLD IMPROVEMENTS | The Company had the following leasehold improvements as of June 30, 2021 and December 31, 2020: SCHEDULE OF LEASESHOLD IMPROVEMENTS June 30, December 31, Amortization 2021 2020 Period Leasehold improvements 3,985,521 2,669,047 15 17 Less: amortization (147,947 ) (54,656 ) Net 3,837,574 2,614,391 |
OPERATING AND CAPITAL LEASES (T
OPERATING AND CAPITAL LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Operating And Capital Leases | |
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY | In accordance with ASC 842, we recorded the operating lease right of use asset and lease liability as follows: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY June 30, 2021 December 31,2020 Right of Use (ROU) asset $ 48,062,910 $ 3,977,988 June 30, 2021 December 31,2020 Operating lease liability: Current $ 8,045,316 $ 189,397 Non-Current 40,160,954 3,864,321 Total $ 48,206,270 $ 4,053,718 |
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY | Maturity of Operating Lease Liability for year ended December 31, SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY 2021 (six months) $ 4,022,658 2022 8,522,553 2023 9,925,285 2024 8,282,933 2025 5,822,272 After 2025 $ 11,630,569 Total lease liability 48,206,270 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS OUTSTANDING | SCHEDULE OF WARRANTS OUTSTANDING Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 1, 2020 - - - $ - Granted 75,000 $ 0.38 10 $ - Expired - - - Exercised - - - Outstanding at December 31, 2020 75,000 $ 0.38 9.74 $ 1.62 Granted - - - Expired - - - Exercised - - - Outstanding and exercisable June 30, 2021 75,000 $ 0.38 9.24 $ 1.72 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING INFORMATION | The table below reflects the segment operations for the six months ended June 30, 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION PPEC Trillium Adjustments, eliminations and unallocated items Consolidated Total revenue, net $ 1,327,549 $ 5,391,203 $ - $ 6,718,753 Cost of Sales (475,711 ) (2,691,349 ) - (3,167,059 ) Gross Profit 851,839 2,699,855 - 3,551,694 Salaries and payroll expense 400,148 945,078 258,007 1,603,233 General and administrative 517,979 941,417 153,795 1,613,190 Lease expense 252,471 668,584 - 921,055 Professional fees 248,160 285,976 450,634 984,770 Marketing and advertising 96,312 4,173 - 100,485 Depreciation and amortization expense 138,789 19,574 211 158,574 Operating Loss $ (802,020 ) $ (164,947 ) $ (862,646 ) $ (1,829,614 ) Total Assets $ 10,376,839 $ 63,161,423 $ 13,173,555 $ 86,711,817 Total Liabilities $ 4,954,976 $ 63,398,004 $ 10,954,972 $ 79,307,951 Cash used in operating activities $ (152,573 ) $ (3,243,853 ) $ (1,925,484 ) $ (5,321,910 ) Cash used in investing activities $ 4,854,510 $ 10,945,611 $ (12,508,620 ) $ 3,291,501 Cash provided by financing activities $ (26,240 ) $ (9,376,659 ) $ 14,524,254 $ 5,121,355 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restated purchase agreement | Through the Trillium subsidiaries we lease and operate 26 facilities in four states: Florida, Georgia, Iowa, and Nebraska with 1,685 total licensed beds (1,546 skilled nursing, 139 assisted living) and 36 independent living apartments. The breakdown by state is as follows: Florida – 1 skilled nursing facility; Georgia – 1 skilled nursing facility; Iowa – 16 skilled nursing facilities, 2 independent living centers and 1 assisted living centers; Nebraska – 4 skilled nursing facilities and 1 assisted living center. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 15 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Jul. 02, 2021 | |
Subsequent Event [Line Items] | ||||||||
Cash and accounts receivable | $ 11,900,000 | $ 11,900,000 | ||||||
Accrued expenses and current notes payable cash and accounts payable | 5,200,000 | 5,200,000 | ||||||
Working capital deficiency | 14,500,000 | 14,500,000 | ||||||
Net loss | $ 1,020,140 | $ 579,061 | $ 692,252 | $ 1,599,201 | $ 692,252 | $ 443,375 | ||
Aggregate common shares | 40,345,418 | 40,345,418 | 4,165,418 | |||||
Aggregate common stock value | $ 4,035 | $ 4,035 | $ 417 | |||||
Acquisition of working capital | 5,000,000 | 5,000,000 | ||||||
Cash equivalents | 0 | 0 | 0 | |||||
CAA authorized fund amount distrubuted to hospital | 178,000,000,000 | $ 178,000,000,000 | ||||||
Percentage of accelerated payment | 100.00% | |||||||
Proceeds from pandemic relief funds | $ 13,487,923 | 4,242,796 | ||||||
Reduction of operating cost expenses | 7,705,911 | |||||||
Deferred HHS Revenue | $ 1,539,217 | 1,539,217 | ||||||
Accelerated payments | $ 2,617,998 | |||||||
Accounting Standards Update 2014-09 [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Accelerated Payments term | The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued and will be assessed for each full 30-day period that the balance remains unpaid | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate common shares | 1,575,000 | |||||||
Aggregate common stock value | $ 1,575,000 |
BANYAN MERGER (Details Narrativ
BANYAN MERGER (Details Narrative) - USD ($) | Mar. 23, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | ||
Warrants to purchase common stock | 75,000 | |
Warrants exercise price | $ 0.38 | |
Debt conversion shares | 4,000,000 | |
Debt conversion price per share | $ 0.50 | |
Outstanding note | $ 300,000 | |
Interest rate | 12.00% | |
Interest payable each month | $ 3,000 | |
Maturity date | Nov. 6, 2021 | |
Note Holder [Member] | ||
Business Acquisition [Line Items] | ||
Convertible notes | $ 2,000,000 | |
Banyan Pediatric Care Centers, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Number of shares issued upon conversion | 4,165,418 | 4,000,000 |
Number of shares converted | 49,984,649 | |
Number of shareholders | 64 | |
Warrants to purchase common stock | 900,000 | |
Stock conversion description | The Surviving Entity assumed Banyan’s $2,300,000 of outstanding debt, and the $2,000,000 of such debt that was convertible into 20,000,000 shares of Banyan common stock was converted at $0.50 per share into 4,000,000 shares of our common stock, effective March 30, 2021. During the three months ended June 30, 2021, shares were issued to the Noteholders of the $2,000,000 convertible note. The remaining $300,000 of outstanding debt, evidenced by a promissory note dated November 6, 2020, accrues interest at the annual rate of 12%. Interest is payable on the sixth day of each month in the amount of $3,000 until the maturity date of this note on November 6, 2021, at which time, the remaining principal balance, if any, is due and payable | |
Outstanding debt assumed | $ 2,300,000 | |
Convertible debt | $ 2,000,000 | $ 2,000,000 |
Debt conversion shares | 20,000,000 |
SUMMARY OF CARRYING AMOUNTS OF
SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses: | ||||
Income from discontinued operations, net of income taxes | $ 378,077 | $ 369,000 | ||
Assisted 2 Living, Inc [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net revenues | 71,485 | 76,847 | ||
Cost of net revenues | ||||
Gross profit | ||||
Operating expenses: | ||||
Salary and tax expense | 33,923 | 46,813 | ||
General and administrative | 51,792 | 52,555 | ||
Lease expense | 3,246 | 3,979 | ||
Total operating expenses | 88,961 | 103,347 | ||
Income from discontinued operations | (17,476) | (26,500) | ||
Interest and other, net | ||||
Income from discontinued operations before income taxes | (17,476) | (26,500) | ||
Provision for income taxes | ||||
Income from discontinued operations, net of income taxes | $ (17,476) | $ (26,500) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Nov. 07, 2020 |
Condensed Cash Flow Statements, Captions [Line Items] | |||||||
Loss from discontinued operations | $ (378,077) | $ (369,000) | |||||
Common stock, shares outstanding | 40,345,418 | 40,345,418 | 4,165,418 | ||||
Issued and outstanding shares | 200,000 | ||||||
Disposal of discontinued | $ 395,500 | $ 395,500 | $ 395,500 | ||||
Disposal of discontinued price per share | $ 1.85 | ||||||
Assisted 2 Living, Inc [Member] | |||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||
Loss from discontinued operations | $ 17,476 | $ 26,500 | |||||
Assisted 2 Living, Inc [Member] | Purchase and Sale Option Agreement [Member] | |||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||
Shares owned | 1,000 | ||||||
Assisted 2 Living, Inc [Member] | Purchase and Sale Option Agreement [Member] | Romulus Barr [Member] | |||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||
Common stock, shares outstanding | 200,000 |
SUMMARY OF ACQUIRED ASSETS AND
SUMMARY OF ACQUIRED ASSETS AND LIABILITIES ASSUMED (Details) | Jun. 30, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash | $ 3,432,847 |
Accounts receivable | 7,828,034 |
Prepaid expenses and other current assets | 2,661,683 |
Property and equipment | 2,380,635 |
Goodwill | 10,275,576 |
Leasehold improvements | 1,213,273 |
Lease right of use asset | 44,196,092 |
Total identifiable assets acquired | 71,988,139 |
Advance payments | 2,905,234 |
Accounts payable and accrued expenses | 8,783,508 |
Deferred revenue | 2,162,966 |
Loan Payable - other | 453,043 |
Lease liability - current portion | 7,837,406 |
Notes payable | 2,309,884 |
Lease liability - net of current portion | 36,383,251 |
Cash due to seller | 902,847 |
Total identifiable liabilities acquired | $ 71,988,139 |
TRILLIUM ACQUISITION (Details N
TRILLIUM ACQUISITION (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Cash | $ 3,436,928 | $ 345,982 | |
Payment to acquire property | 55,993 | $ 71,619 | |
Deposits Non Refundable Amount | 3,000,000 | ||
Deposits Amount Forfeited | 3,000,000 | ||
Share Based Compensation Aggregate Amount | $ 600,000 | ||
Series A Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Preferred Stock Shares Issued | 2,500,000 | ||
Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment | $ 902,847 | ||
Cash | 1,200,000 | ||
Payment to acquire property | $ 3,000,000 | ||
Purchase Agreement [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Additonal Shares Acquired during the period | $ 2,500,000 | ||
Trillium Subsidiaries [Member] | |||
Business Acquisition [Line Items] | |||
Effective Date of Acquisition | Jun. 10, 2021 | ||
Right to receive purchase price | $ 3,000,000 | ||
Business Acquisition Description | (1) vote for each Preferred Share held of record on all matters submitted to a vote of holders of the Common Shares, including the election of directors, and all other matters as required by law. The Preferred Shares are not convertible into Common shares at the election of the holder. However, the Preferred Shares do automatically convert into Common Shares at a one-to-one ratio two years from date of issuance. In lieu of converting the Preferred Shares, the holders thereof may elect to have the Company redeem one or more Preferred Shares at the redemption price of $1.00 per share two years from the date of issuance. The Company is required to issue the Preferred Shares to Trillium within 30 days after the purchase of the Properties closes. In connection with the issuance of the Preferred Shares, the Company will file a Certificate of Designation with the Nevada Secretary of State prior to such issuance. | ||
Trillium Subsidiaries [Member] | Purchase Agreement [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Right to receive purchase price | $ 5,000,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 5,495,150 | $ 16,298 |
Credit Card | 45,477 | 1,050 |
Accrued Expense | 2,554,399 | 130,832 |
Accrued Salary | 2,033,493 | |
Payroll Tax Payable | 136,738 | |
Accounts Payable and Accrued Liabilities | $ 10,265,257 | $ 148,180 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Notes payable | $ 4,003,158 | $ 2,385,010 | |
Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | 4,838,887 | 2,707,500 | |
Nu View Trust Co [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [1] | 300,000 | 300,000 |
Grand Trinity Plaza LLC [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [2] | 369,458 | 407,500 |
Reliant [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [3] | 1,002,941 | |
HCSG [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [4] | 496,489 | |
Medline [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [5] | 301,470 | |
SLR - RLOC [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [6] | 2,368,528 | |
Excel Family Partners L L L P And Banyan Pediatric Investment Inc [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [7] | $ 2,000,000 | |
[1] | On November 6, 2020, through Banyan, we entered into a one-year 300,000 12 no | ||
[2] | On December 15, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into a note payable with Grand Trinity Plaza, LLC in the principal amount of $ 407,500 48 6 January 1, 2025 84 407,500 | ||
[3] | Reliant note payable - Past due balances with vendor Reliant were converted to a note payable in 36 equal monthly installments 69,568 6 June 30, 2021 | ||
[4] | HCSG note payable – Past due balances with vendor HCSG were converted to a non-interest-bearing note payable; payable in 36 equal monthly principal installments 33,099 June 30, 2021 | ||
[5] | Medline note payable – Past due balances with vendor Medline were converted to a note payable; payable in 36 equal monthly installments 20,911 6 June 30, 2021 | ||
[6] | SLR revolving line of credit - On May 9, 2019, Trillium entered into a financing agreement (“the GHF Line”) with Gemino Healthcare Finance, LLC (DBA SLR Healthcare ABL), the lender, which allows the Trillium Subsidiaries to borrow up to the lesser of $ 10 85 2 4.95 1 0.75 May 9, 2022 2,368,530 | ||
[7] | On September 18, 2020, through Banyan, we entered into a Convertible Note and Securities Purchase Agreement with two investors for the aggregate principal in the amount of $ 2,000,000 September 18, 2022 8 1,500,000 500,000 0.10 0.50 0 45,589 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | Mar. 23, 2021 | Dec. 15, 2020 | Nov. 06, 2020 | Sep. 18, 2020 | May 09, 2019 | Dec. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Apr. 02, 2020 |
Short-term Debt [Line Items] | |||||||||
Maturity date | Nov. 6, 2021 | ||||||||
Interest rate | 12.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | ||||||||
Interest Payable, Current | $ 5,549 | $ 48,601 | |||||||
Trillium Health care Group LLC [Member] | Gemino Healthcare Finance, LLC [Member] | Line of Credit [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Maturity date | May 9, 2022 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||||
Accounts receivable percentage | 85.00% | ||||||||
Bears interest rate | 4.95% | ||||||||
Management fee percentage | 1.00% | ||||||||
Unused capacity, percentage | 0.75% | ||||||||
Outstanding balance amount | 2,368,530 | ||||||||
Trillium Health care Group LLC [Member] | Gemino Healthcare Finance, LLC [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Bears interest rate | 2.00% | ||||||||
Minimum [Member] | Trillium Health care Group LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Interest rate | 0.00% | ||||||||
Maximum [Member] | Trillium Health care Group LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Interest rate | 6.00% | ||||||||
Nu View Trust Co [Member] | Notes Payable, Other Payables [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Aggregate principal amount | $ 300,000 | ||||||||
Interest rate | 12.00% | ||||||||
Interest Payable, Current | 0 | ||||||||
Maturity term | 1 year | ||||||||
Grand Trinity Plaza LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Lease term | 84 months | ||||||||
Grand Trinity Plaza LLC [Member] | Notes Payable, Other Payables [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Aggregate principal amount | $ 407,500 | ||||||||
Maturity date | Jan. 1, 2025 | ||||||||
Interest rate | 6.00% | ||||||||
Maturity term | 48 months | ||||||||
Lease term | 84 months | ||||||||
Construction costs | $ 407,500 | ||||||||
Reliant [Member] | Notes Payable, Other Payables [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Maturity date | Jun. 30, 2021 | ||||||||
Interest rate | 6.00% | ||||||||
Debt Instrument, Payment Terms | 36 equal monthly installments | ||||||||
Principal and interest amount | $ 69,568 | ||||||||
HCSG [Member] | Notes Payable, Other Payables [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Maturity date | Jun. 30, 2021 | ||||||||
Debt Instrument, Payment Terms | 36 equal monthly principal installments | ||||||||
Debt Instrument, Periodic Payment, Principal | $ 33,099 | ||||||||
Medline [Member] | Notes Payable, Other Payables [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Maturity date | Jun. 30, 2021 | ||||||||
Interest rate | 6.00% | ||||||||
Debt Instrument, Payment Terms | 36 equal monthly installments | ||||||||
Principal and interest amount | $ 20,911 | ||||||||
Excel Family Partners L L L P And Banyan Pediatric Investment Inc [Member] | Convertible Note And Securities Purchase Agreement [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||
Maturity date | Sep. 18, 2022 | ||||||||
Interest rate | 8.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | $ 0.10 | |||||||
Interest Payable, Current | $ 0 | $ 45,589 | |||||||
Excel Family Partners L L L P [Member] | Convertible Note And Securities Purchase Agreement [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Aggregate principal amount | $ 1,500,000 | ||||||||
Banyan Pediatric Care Centers, Inc [Member] | Convertible Note And Securities Purchase Agreement [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Aggregate principal amount | $ 500,000 |
SCHEDULE OF LEASESHOLD IMPROVEM
SCHEDULE OF LEASESHOLD IMPROVEMENTS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | ||
Net | $ 2,551,077 | $ 128,475 |
Leasehold Improvements [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Leasehold improvements | 3,985,521 | 2,669,047 |
Less: amortization | (147,947) | (54,656) |
Net | $ 3,837,574 | $ 2,614,391 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Amortization Period | 15 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Amortization Period | 17 years |
LEASEHOLD IMPROVEMENTS (Details
LEASEHOLD IMPROVEMENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Leasehold Improvements [Member] | |||||
Lessor, Lease, Description [Line Items] | |||||
Leasehold improvements | $ 3,985,521 | $ 3,985,521 | $ 2,669,047 | ||
Amortization expense | 105,466 | $ 4,459 | 147,947 | $ 54,656 | |
Leasehold Improvements [Member] | Trillium Health care Group LLC [Member] | |||||
Lessor, Lease, Description [Line Items] | |||||
Leasehold improvements | $ 1,213,273 | 1,213,273 | |||
Amortization Period | 15 years | ||||
Leasehold Improvements [Member] | Sarasota Florida [Member] | |||||
Lessor, Lease, Description [Line Items] | |||||
Leasehold improvements | $ 1,245,950 | ||||
Amortization Period | 15 years | ||||
Leasehold Improvements [Member] | New Port Richey Florida [Member] | |||||
Lessor, Lease, Description [Line Items] | |||||
Leasehold improvements | $ 1,021,793 | ||||
Amortization Period | 17 years | ||||
Leasehold Improvements [Member] | St Petersburg Florida [Member] | |||||
Lessor, Lease, Description [Line Items] | |||||
Leasehold improvements | $ 401,303 | ||||
Amortization Period | 15 years | ||||
One Lease hold Improvements [Member] | Trillium Health care Group LLC [Member] | |||||
Lessor, Lease, Description [Line Items] | |||||
Leasehold improvements | $ 103,201 | $ 103,201 |
SCHEDULE OF OPERATING LEASE RIG
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Operating And Capital Leases | ||
Right of Use (ROU) asset | $ 48,062,910 | $ 3,977,988 |
Operating lease liability: | ||
Current | 8,045,316 | 189,397 |
Non-Current | 40,160,954 | 3,864,321 |
Total | $ 48,206,270 | $ 4,053,718 |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY (Details) | Dec. 31, 2020USD ($) |
Operating And Capital Leases | |
2021 (six months) | $ 4,022,658 |
2022 | 8,522,553 |
2023 | 9,925,285 |
2024 | 8,282,933 |
2025 | 5,822,272 |
After 2025 | 11,630,569 |
Total lease liability | $ 48,206,270 |
OPERATING AND CAPITAL LEASES (D
OPERATING AND CAPITAL LEASES (Details Narrative) | Oct. 20, 2020USD ($) | Aug. 25, 2020USD ($) | Jun. 09, 2020USD ($) | Apr. 02, 2020USD ($) | Oct. 15, 2019USD ($)ft² | Aug. 24, 2019USD ($) | Apr. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Propertyagreement | Jun. 30, 2020USD ($) | Jun. 10, 2021USD ($) | Dec. 31, 2020USD ($) |
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Minimum annual rent | $ 48,206,270 | ||||||||||||
Lease liability | $ 48,206,270 | $ 48,206,270 | 4,053,718 | ||||||||||
Lease right of use asset | $ 48,062,910 | $ 48,062,910 | $ 3,977,988 | ||||||||||
Operating lease, weighted average remaining lease term | 5 years 8 months 4 days | 5 years 8 months 4 days | |||||||||||
Capital lease, weighted average remaining lease term | 3 years 9 months 3 days | 3 years 9 months 3 days | |||||||||||
Operating lease, weighted average discount rate, percent | 7.81% | 7.81% | |||||||||||
Capital lease, weighted average discount rate, percent | 7.82% | 7.82% | |||||||||||
Operating lease, expense | $ 779,380 | $ 80,613 | $ 921,055 | $ 104,674 | |||||||||
Maximum [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Lessee, operating lease, remaining lease term | 16 years 2 months 4 days | 16 years 2 months 4 days | |||||||||||
Lessee, capital lease, remaining lease term | 5 years 1 month 9 days | 5 years 1 month 9 days | |||||||||||
Minimum [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Lessee, operating lease, remaining lease term | 3 years 1 month 20 days | 3 years 1 month 20 days | |||||||||||
Lessee, capital lease, remaining lease term | 1 year | 1 year | |||||||||||
Kidz Club - St. Pete, LLC [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Minimum annual rent | $ 113,681 | ||||||||||||
Area under lease | ft² | 12,137 | ||||||||||||
Lease termination date | Oct. 31, 2024 | ||||||||||||
Lease percentage of increase in base rent | 1.50% | ||||||||||||
Lease right of use asset | $ 875,539 | ||||||||||||
Grand Trinity Plaza LLC [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Lease term | 84 months | ||||||||||||
Minimum annual rent | $ 94,500 | ||||||||||||
Lease description | The landlord granted rent abatement until September 2020 | ||||||||||||
Lessee, operating lease, option to extend | The lease end date, including two successive | ||||||||||||
Lease renewal term | 5 years | ||||||||||||
Lease right of use asset | $ 1,143,743 | ||||||||||||
Dex Imaging [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Lease term | 36 months | 36 months | |||||||||||
Minimum annual rent | $ 5,376 | $ 4,920 | |||||||||||
Lease description | The equipment under this lease has a fixed $1 payment buyout option. | The equipment under this lease has a fixed $1 payment buyout option. | |||||||||||
Lease renewal term | 12 months | ||||||||||||
Lease right of use asset | $ 16,066 | $ 14,693 | |||||||||||
Dex Imaging [Member] | Maximum [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Lease percentage of increase in base rent | 12.00% | ||||||||||||
Ascentium Capital LLC [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Lease term | 60 months | 60 months | |||||||||||
Minimum annual rent | $ 13,381 | $ 24,859 | |||||||||||
Lease description | This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased. | This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased. | |||||||||||
Lease right of use asset | $ 55,345 | $ 102,393 | |||||||||||
Lease purchase option price | $ 12,891 | $ 23,920 | |||||||||||
Trillium Health care Group LLC [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Lease right of use asset | $ 29,906,314 | ||||||||||||
Number of Master Lease Agreements | agreement | 2 | ||||||||||||
Capital lease description | Through the Trillium acquisition we also assumed 27 capital leases | ||||||||||||
Crete Plus Five Property L L C [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Lease renewal term | 10 years | 10 years | |||||||||||
Number of Lease Agreement Properties | Property | 14 | ||||||||||||
C T R Partnership L P [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Lease renewal term | 5 years | 5 years | |||||||||||
Lease right of use asset | $ 14,468,509 | ||||||||||||
Number of Lease Agreement Properties | Property | 10 | ||||||||||||
Banyan Pediatric Care Centers, Inc [Member] | Northeast Plaza Venture I, LLC [Member] | |||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||||||||||
Lease term | 5 years | ||||||||||||
Minimum annual rent | $ 180,000 | ||||||||||||
Lease description | The landlord granted rent abatement for this lease until February 24, 2020 | ||||||||||||
Lessee, operating lease, option to extend | The lease end date, including two successive | ||||||||||||
Lease renewal term | 5 years | ||||||||||||
Lease liability | $ 1,899,869 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - Kidz Club - St. Pete, LLC [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Entity Listings [Line Items] | ||
Shares, Outstanding, Beginning Balance | 75,000 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 0.38 | |
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 1.62 | |
Shares, Granted | 75,000 | |
Weighted-Average Exercise Price, Granted | $ 0.38 | |
Weighted Average Remaining Contractual Term, Outstanding, Beginning Balance | 9 years 8 months 26 days | 10 years |
Aggregate Intrinsic Value, Granted | ||
Shares, Expired | ||
Weighted-Average Exercise Price, Expired | ||
Shares, Exercised | ||
Weighted-Average Exercise Price, Exercised | ||
Weighted Average Remaining Contractual Term, Outstanding, Ending Balance | 9 years 2 months 26 days | 9 years 8 months 26 days |
Shares,Outstanding, Ending Balance | 75,000 | 75,000 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ 0.38 | $ 0.38 |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $ 1.72 | $ 1.62 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Mar. 23, 2021 | Sep. 19, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | Sep. 27, 2019 |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Liability to issue shares for acquisition | $ 10,250,000 | ||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock issued | 40,345,418 | 40,345,418 | 4,165,418 | ||||||
Common stock, shares outstanding | 40,345,418 | 40,345,418 | 4,165,418 | ||||||
Shares issued price per share | $ 1.85 | ||||||||
Aggregate consideration amount | $ 4,035 | $ 4,035 | $ 417 | ||||||
Liability current | 33,061,268 | 33,061,268 | 2,860,798 | ||||||
Subscription receivable | 30 | ||||||||
Debt conversion share issued | 4,000,000 | ||||||||
Warrants to purchase common stock | 75,000 | ||||||||
Warrants exercise price | $ 0.38 | ||||||||
Notes Payable, Other Payables [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt conversion principal amount | $ 500,000 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issuable for Banyan Acquisition, shares | 31,230,000 | ||||||||
Proceeds forn subscription | $ 140 | ||||||||
Debt conversion share issued | 4,000,000 | ||||||||
Common Stock [Member] | Notes Payable, Other Payables [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt conversion share issued | 2,000,000 | ||||||||
Banyan Pediatric Care Centers, Inc [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock per share | $ 0.50 | $ 0.50 | |||||||
Number of shares issued upon conversion | 4,165,418 | 4,000,000 | |||||||
Number of shares converted | 49,984,649 | ||||||||
Shares issuable for Banyan Acquisition, shares | 31,230,000 | 7,080,000 | |||||||
Shares issued price per share | $ 0.50 | $ 0.50 | |||||||
Aggregate consideration amount | $ 3,540,000 | $ 3,540,000 | |||||||
Convertible Debt | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||
Conversion of Stock, Amount Issued | 2,000,000 | ||||||||
Purchase of common stock | $ 1,150,000 | ||||||||
Debt conversion share issued | 20,000,000 | ||||||||
Warrants to purchase common stock | 900,000 | ||||||||
Long-term Debt [Member] | Banyan Pediatric Care Centers, Inc [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued | 575,000 | 575,000 | |||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock shares issued | 2,500,000 | 2,500,000 | |||||||
Trillium Health care Group LLC [Member] | Banyan Pediatric Care Centers, Inc [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate consideration amount | $ 5,000,000 | $ 5,000,000 | |||||||
Liability current | $ 5,000,000 | $ 5,000,000 | |||||||
Trillium Health care Group LLC [Member] | Long-term Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock shares issued | 2,500,000 | 2,500,000 | |||||||
Liability to issue shares for acquisition | $ 10,250,000 | ||||||||
Trillium Health care Group LLC [Member] | Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | |||||||
Preferred stock, par value | $ 1 | $ 1 | |||||||
Kidz Club - St. Pete, LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase common stock | 75,000 | ||||||||
Warrants exercise price | $ 0.38 | ||||||||
Warrants expiration date | Sep. 27, 2029 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 23, 2021 | Feb. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Multiemployer Plan [Line Items] | ||||||
Issuance of shares for the conversion of debt, shares | 4,000,000 | |||||
Accrued Salary | $ 2,033,493 | $ 2,033,493 | ||||
Restricted Common Stock [Member] | ||||||
Multiemployer Plan [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 4,000,000 | |||||
Banyan Pediatric Care Centers, Inc [Member] | ||||||
Multiemployer Plan [Line Items] | ||||||
Convertible Debt | $ 2,000,000 | $ 2,000,000 | 2,000,000 | |||
Issuance of shares for the conversion of debt, shares | 20,000,000 | |||||
Chief Executive Officer [Member] | ||||||
Multiemployer Plan [Line Items] | ||||||
Base salary | $ 400,000 | |||||
Bonus payable | $ 150,000 | |||||
Shares issued for services | 1,250,000 | |||||
Chief Executive Officer [Member] | Within Five Days [Member] | ||||||
Multiemployer Plan [Line Items] | ||||||
Bonus payable | $ 50,000 | |||||
Chief Executive Officer [Member] | Within Ninety Days [Member] | ||||||
Multiemployer Plan [Line Items] | ||||||
Bonus payable | 50,000 | |||||
Chief Executive Officer [Member] | Within One Hundred And Eighty Days [Member] | ||||||
Multiemployer Plan [Line Items] | ||||||
Bonus payable | $ 50,000 | |||||
Director [Member] | ||||||
Multiemployer Plan [Line Items] | ||||||
Base salary | 20,769 | $ 0 | ||||
President And Chief Executive Officer [Member] | ||||||
Multiemployer Plan [Line Items] | ||||||
Accrued Salary | 60,000 | 60,000 | ||||
Accrued interest on payroll | $ 5,549 | $ 5,549 | ||||
Interest percentage on accrued payroll | 8.00% |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Total revenue, net | $ 6,111,828 | $ 442,477 | $ 6,718,753 | $ 443,392 | |
Cost of Sales | (2,934,599) | (153,013) | (3,167,059) | (153,013) | |
Gross Profit | 3,177,229 | 289,464 | 3,551,694 | 290,379 | |
Salaries and payroll expense | 1,310,119 | 304,075 | 1,603,233 | 549,787 | |
General and administrative | 1,314,990 | 149,581 | 1,613,190 | 248,664 | |
Lease expense | 779,380 | 80,613 | 921,055 | 104,674 | |
Professional fees | 889,079 | 1,210 | 984,770 | 64,010 | |
Marketing and advertising | 100,485 | ||||
Depreciation and amortization expense | 107,991 | $ 7,391 | 158,574 | 7,391 | |
Operating Loss | (1,829,614) | ||||
Total Assets | 86,711,817 | 86,711,817 | $ 10,802,649 | ||
Total Liabilities | 79,307,951 | 79,307,951 | |||
Cash used in operating activities | (5,321,910) | (374,588) | |||
Cash used in investing activities | 3,291,501 | (4,601,484) | |||
Cash provided by financing activities | 5,121,355 | $ 1,077,822 | |||
Operating Segments [Member] | Pediatric Extended Care Centers [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue, net | 1,327,549 | ||||
Cost of Sales | (475,711) | ||||
Gross Profit | 851,839 | ||||
Salaries and payroll expense | 400,148 | ||||
General and administrative | 517,979 | ||||
Lease expense | 252,471 | ||||
Professional fees | 248,160 | ||||
Marketing and advertising | 96,312 | ||||
Depreciation and amortization expense | 138,789 | ||||
Operating Loss | (802,020) | ||||
Total Assets | 10,376,839 | 10,376,839 | |||
Total Liabilities | 4,954,976 | 4,954,976 | |||
Cash used in operating activities | (152,573) | ||||
Cash used in investing activities | 4,854,510 | ||||
Cash provided by financing activities | (26,240) | ||||
Operating Segments [Member] | Trillium Subsidiaries [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue, net | 5,391,203 | ||||
Cost of Sales | (2,691,349) | ||||
Gross Profit | 2,699,855 | ||||
Salaries and payroll expense | 945,078 | ||||
General and administrative | 941,417 | ||||
Lease expense | 668,584 | ||||
Professional fees | 285,976 | ||||
Marketing and advertising | 4,173 | ||||
Depreciation and amortization expense | 19,574 | ||||
Operating Loss | (164,947) | ||||
Total Assets | 63,161,423 | 63,161,423 | |||
Total Liabilities | 63,398,004 | 63,398,004 | |||
Cash used in operating activities | (3,243,853) | ||||
Cash used in investing activities | 10,945,611 | ||||
Cash provided by financing activities | (9,376,659) | ||||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue, net | |||||
Cost of Sales | |||||
Gross Profit | |||||
Salaries and payroll expense | 258,007 | ||||
General and administrative | 153,795 | ||||
Lease expense | |||||
Professional fees | 450,634 | ||||
Marketing and advertising | |||||
Depreciation and amortization expense | 211 | ||||
Operating Loss | (862,646) | ||||
Total Assets | 13,173,555 | 13,173,555 | |||
Total Liabilities | $ 10,954,972 | 10,954,972 | |||
Cash used in operating activities | (1,925,484) | ||||
Cash used in investing activities | (12,508,620) | ||||
Cash provided by financing activities | $ 14,524,254 |
CONCENTRATIONS AND CREDIT RIS_2
CONCENTRATIONS AND CREDIT RISKS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Excess of FDCI | $ 2,190,303 | |
Federal Deposit Insurance Corporation | $ 250,000 | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Medicaid [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Accounts receivable | 61.00% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Medicare [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Accounts receivable | 15.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Medicaid [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Accounts receivable | 58.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Medicare [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Accounts receivable | 19.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | |
Aug. 16, 2021 | Apr. 30, 2021 | |
Subsequent Event [Line Items] | ||
Share price | $ 1.85 | |
Restricted Common Stock [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Additional restricted common shares issued | 1,575,000 | |
Restricted Common Stock [Member] | Subsequent Event [Member] | Seventeen Investors [Member] | ||
Subsequent Event [Line Items] | ||
Share price | $ 1 | |
Proceeds from restricted common shares | $ 1,575,000 |