Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-49709 | |
Entity Registrant Name | CARDIFF LEXINGTON CORPORATION | |
Entity Central Index Key | 0000811222 | |
Entity Tax Identification Number | 84-1044583 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3753 Howard Hughes Parkway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89169 | |
City Area Code | 844 | |
Local Phone Number | 628-2100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,019,963 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 1,253,552 | $ 866,943 |
Accounts receivable-net | 14,649,930 | 13,305,254 |
Prepaid and other current assets | 7,100 | 5,000 |
Total current assets | 15,910,582 | 14,177,197 |
Property and equipment, net | 31,296 | 34,661 |
Land | 540,000 | 540,000 |
Goodwill | 5,666,608 | 5,666,608 |
Right of use - assets | 416,441 | 289,062 |
Due from related party | 4,979 | 4,979 |
Other assets | 35,404 | 33,304 |
Total assets | 22,605,310 | 20,745,811 |
Current liabilities | ||
Accounts payable and accrued expense | 2,104,109 | 2,047,131 |
Accrued expenses - related parties | 4,323,057 | 4,733,057 |
Accrued interest | 668,729 | 620,963 |
Right of use - liabilities | 195,934 | 157,669 |
Due to director and officer | 45,844 | 120,997 |
Notes payable | 3,599,345 | 2,136,077 |
Convertible notes payable, net of debt discounts of $11,305 and $24,820, respectively | 3,820,545 | 3,807,030 |
Net liabilities of discontinued operations | 237,643 | 237,643 |
Total current liabilities | 14,995,206 | 13,860,567 |
Notes payable | 144,511 | 144,666 |
Operating lease liability – long term | 213,958 | 119,056 |
Total liabilities | 15,353,675 | 14,124,289 |
Mezzanine equity | ||
Total Mezzanine Equity | 6,041,738 | 5,890,104 |
Stockholders' equity | ||
Common Stock; 300,000,000 shares authorized, $0.001 par value; 10,819,995 and 25,121 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 10,820 | 25 |
Additional paid-in capital | 13,789,402 | (7,581,212) |
Accumulated deficit | (69,118,853) | (68,684,115) |
Total stockholders’ equity | 1,209,897 | 731,418 |
Total liabilities, mezzanine equity and stockholders’ equity | 22,605,310 | 20,745,811 |
Redeemable Series N Senior Convertible Preferred Stock [Member] | ||
Mezzanine equity | ||
Preferred stock value | 3,996,462 | 3,891,439 |
Redeemable Series R Senior Convertible Preferred Stock [Member] | ||
Mezzanine equity | ||
Preferred stock value | 317,194 | 307,980 |
Redeemable Series X Senior Convertible Preferred Stock [Member] | ||
Mezzanine equity | ||
Preferred stock value | 1,728,082 | 1,690,685 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | 5,442,716 | 8,557,912 |
Series C Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | 396 | 492 |
Series E Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | 623,000 | 623,000 |
Series F-1 Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | 143,008 | 143,008 |
Series I Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | 48,356,000 | 59,540,000 |
Series J Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | 685,436 | 6,854,336 |
Series L Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | $ 1,277,972 | $ 1,277,972 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Convertible notes payable, net of debt discount | $ 11,305 | $ 24,820 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 10,819,995 | 25,121 |
Common stock, shares outstanding | 10,819,995 | 25,121 |
Redeemable Series N Senior Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 868,056 | 868,056 |
Preferred stock, shares outstanding | 868,056 | 868,056 |
Redeemable Series R Senior Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, stated value | $ 1,200 | $ 1,200 |
Preferred stock, shares issued | 165 | 165 |
Preferred stock, shares outstanding | 165 | 165 |
Redeemable Series X Senior Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 375,000 | 375,000 |
Preferred stock, shares outstanding | 375,000 | 375,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 1,360,679 | 2,139,478 |
Preferred stock, shares outstanding | 1,360,679 | 2,139,478 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500 | 500 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 99 | 123 |
Preferred stock, shares outstanding | 99 | 123 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 155,750 | 155,750 |
Preferred stock, shares outstanding | 155,750 | 155,750 |
Series F-1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 35,752 | 35,752 |
Preferred stock, shares outstanding | 35,752 | 35,752 |
Series I Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 12,089,000 | 14,885,000 |
Preferred stock, shares outstanding | 12,089,000 | 14,885,000 |
Series J Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 171,359 | 1,713,584 |
Preferred stock, shares outstanding | 171,359 | 1,713,584 |
Series L Preferred Stock [Member] | ||
Preferred stock, shares authorized | 400,000 | 400,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 319,493 | 319,493 |
Preferred stock, shares outstanding | 319,493 | 319,493 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
REVENUE | $ 2,661,966 | $ 2,706,399 |
COST OF SALES | 948,154 | 956,295 |
GROSS PROFIT | 1,713,812 | 1,750,104 |
OPERATING EXPENSES | ||
Depreciation expense | 3,365 | 4,635 |
Share based compensation | 300,225 | 0 |
Selling, general and administrative | 1,191,230 | 987,921 |
Total operating expenses | 1,494,820 | 992,556 |
INCOME FROM CONTINUING OPERATIONS | 218,992 | 757,548 |
OTHER INCOME (EXPENSE) | ||
Other income | 0 | 205 |
Gain on debt refinance and forgiveness | 0 | 390 |
Penalties and fees | (1,000) | (17,000) |
Interest expense | (376,269) | (693,661) |
Amortization of debt discounts | (13,515) | (17,983) |
Total other expenses | (390,784) | (728,049) |
NET (LOSS) INCOME BEFORE DISCONTINUED OPERATIONS | (171,792) | 29,499 |
LOSS FROM DISCONTINUED OPERATIONS | (111,312) | (45,490) |
NET LOSS FOR THE PERIOD | (283,104) | (15,991) |
PREFERRED STOCK DIVIDENDS | (151,634) | (344,947) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (434,738) | $ (360,938) |
BASIC LOSS PER SHARE | ||
CONTINUING OPERATIONS | $ (0.11) | $ (31.04) |
DISCONTINUED OPERATIONS | (0.03) | (3.91) |
DILUTED LOSS PER SHARE | ||
CONTINUING OPERATIONS | (0.13) | (30.34) |
DISCONTINUED OPERATIONS | $ (0.03) | $ (3.91) |
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC | 3,818,218 | 11,627 |
WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED | 3,818,218 | 11,627 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (UNAUDITED) - USD ($) | Preferred Stock Series A I [Member] | Preferred Stock Series B E F 1 J And L [Member] | Preferred Stock Series C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, December 31, 2023 (Restated) at Dec. 31, 2022 | $ 59,540,000 | $ 17,403,628 | $ 492 | $ 12 | $ (10,004,808) | $ (68,684,115) | $ (1,744,791) |
Beginning balance, shares at Dec. 31, 2022 | 14,885,001 | 4,350,907 | 123 | 12,053 | |||
Conversion of convertible notes payable | $ 2 | 190,236 | 190,237 | ||||
Conversion of convertible notes payable, shares | 1,583 | ||||||
Preferred stock Dividends | (344,947) | (344,947) | |||||
Net loss | (15,991) | (15,991) | |||||
Ending balance, value at Mar. 31, 2023 | $ 59,540,000 | $ 17,403,628 | $ 492 | $ 14 | (9,814,572) | (69,045,053) | (1,915,491) |
Ending balance, shares at Mar. 31, 2023 | 14,885,001 | 4,350,907 | 123 | 13,636 | |||
Balance, December 31, 2023 (Restated) at Dec. 31, 2023 | $ 59,540,000 | $ 17,456,228 | $ 492 | $ 25 | (7,581,212) | (68,684,115) | 731,418 |
Beginning balance, shares at Dec. 31, 2023 | 14,885,002 | 4,364,057 | 123 | 25,121 | |||
Conversion of convertible notes payable | $ 1 | 1,679 | 1,680 | ||||
Conversion of convertible notes payable, shares | 1,222 | ||||||
Conversion of series B preferred stock | $ (3,115,196) | $ 1,558 | 3,113,638 | ||||
Conversion of series B preferred stock, shares | (778,799) | 1,557,598 | |||||
Conversion of series C preferred stock | $ (88) | $ 220 | (132) | ||||
Conversion of series C preferred stock, shares | (22) | 220,000 | |||||
Conversion of series I preferred stock | $ (11,714,000) | $ 5,857 | 11,708,143 | ||||
Conversion of series I preferred stock, shares | (2,928,500) | 5,857,000 | |||||
Conversion of series J preferred stock | $ (6,168,900) | $ 3,084 | 6,165,816 | ||||
Conversion of series J preferred stock, shares | (1,542,225) | 3,084,450 | |||||
Issuance of series I preferred stock to officers | $ 530,000 | 63,600 | 593,600 | ||||
Issuance of series I preferred stock to officers, shares | 132,500 | ||||||
Cancellation of series C preferred stock | $ (8) | 8 | |||||
Cancellation of series C preferred stock, shares | (2) | ||||||
Common stock issued for services | $ 8 | 11,617 | 11,625 | ||||
Common stock issued for services, shares | 7,500 | ||||||
Common stock issued to board members | $ 30 | 194,970 | 195,000 | ||||
Common stock issued to board members, shares | 30,000 | ||||||
Common stock issued in Red Rock settlement | $ 37 | 111,275 | 111,312 | ||||
Common stock issued in Red Rock settlement, shares | 37,104 | ||||||
Preferred stock Dividends | (151,634) | (151,634) | |||||
Net loss | (283,104) | (283,104) | |||||
Ending balance, value at Mar. 31, 2024 | $ 48,356,000 | $ 8,172,132 | $ 396 | $ 10,820 | $ 13,789,402 | $ (69,118,853) | $ 1,209,897 |
Ending balance, shares at Mar. 31, 2024 | 12,089,002 | 2,043,033 | 99 | 10,819,995 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss from continuing operations | $ (283,104) | $ (15,991) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,365 | 4,635 |
Amortization of debt discount | 13,515 | 17,983 |
Bad debt | 339,834 | 270,000 |
Conversion and note issuance cost | 1,000 | 5,000 |
Share issuance for compensations to directors and officers | 788,600 | 0 |
Share issuance for service rendered | 11,625 | 0 |
Fair value settled upon conversion | 0 | 123,566 |
Gain on forgiveness of debt | 0 | (390) |
(Increase) decrease in: | ||
Accounts receivable | (1,684,510) | (1,111,317) |
Right of use - assets | 59,259 | 29,300 |
Prepaids and other current assets | (4,200) | 0 |
Increase (decrease) in: | ||
Accounts payable and accrued expense | 56,978 | 270,710 |
Due to related party | (75,153) | 0 |
Accrued officers compensation | (410,000) | 154,000 |
Accrued interest | 48,446 | 122,508 |
Right of use - liabilities | (53,471) | (30,993) |
Net cash used in operating activities | (1,187,816) | (160,989) |
Net cash provided by (used in) Discontinued Operations – Operating | 111,312 | (28,294) |
FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 0 | 240,000 |
Repayment of SBA loans | (160) | (750) |
Proceeds from line of credit | 1,463,273 | 0 |
Net cash provided by financing activities | 1,463,113 | 239,250 |
Net cash provided by Discontinued Operations – Financing | 0 | 73,784 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 386,609 | 123,751 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 866,943 | 219,085 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,253,552 | 342,836 |
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the year for Interest | 50,000 | 1,503 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued upon conversion of notes payable | 1,680 | 66,673 |
Right of use assets acquired | $ 186,638 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ (283,104) | $ (15,991) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations Cardiff Lexington Corporation (“Cardiff”) was originally incorporated on September 3, 1986 in Colorado as Cardiff International Inc. On November 10, 2005, Cardiff merged with Legacy Card Company, LLC and changed its name to Cardiff Lexington Corporation. On August 27, 2014, Cardiff redomiciled and became a corporation under the laws of Florida. On April 13, 2021, Cardiff redomiciled and became a corporation under the laws of Nevada. Cardiff is an acquisition holding company focused on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for stockholders. All of Cardiff’s operations are conducted through, and its income derived from, its various subsidiaries, which includes: · Edge View Properties, Inc. (“Edge View”), which was acquired on July 16, 2014; · Platinum Tax Defenders (“Platinum Tax”), which was acquired on July 31, 2018 and sold on November 10, 2023; and · Nova Ortho and Spine, LLC (“Nova”), which was acquired on May 31, 2021. Principles of Consolidation The consolidated financial statements include the accounts of Cardiff and its wholly owned subsidiaries, Edge View, Platinum Tax and Nova (collectively, the “Company”). Subsidiaries shown as discontinued operations include Platinum Tax. All significant intercompany accounts and transactions are eliminated in consolidation. Subsidiaries discontinued are shown as discontinued operations. Reverse Stock Split On January 9, 2024, the Company effected a 1-for-75,000 reverse split All share and per share data throughout these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. The total number of authorized shares of common stock did not change. As a result of the reverse stock split, an amount equal to the decreased value of the common stock was reclassified from “common stock” to “additional paid-in capital.” Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates. Accounts Receivable The Company adopted ASU 2016-13, “Financial Instruments – Credit Losses.” In accordance with this standard, the Company recognizes an allowance for credit losses for its trade receivables to present the net amount expected to be collected as of the balance sheet date. This allowance is based on the credit losses expected to arise over the life of the asset and are based on Current Expected Credit Losses. Accounts receivable is reported on the balance sheet at the net amounts expected to be collected by the Company. Management closely monitors outstanding accounts receivable and recognized an additional allowance for credit losses in the amount of $ 122,190 270,000 14,649,930 13,305,254 Property and Equipment Property and equipment are carried at cost. Expenditures for renewals and betterments that extend the useful lives of property, equipment or leasehold improvements are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated using the straight-line method for financial reporting purposes based on the following estimated useful lives: Schedule of estimated useful lives Classification Useful Life Equipment, furniture, and fixtures 5 - 7 years Medical equipment 10 years Leasehold improvements 10 years or lease term, if shorter Goodwill and Other Intangible Assets Goodwill and indefinite-lived assets are not amortized but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company’s impairment testing of goodwill is performed separately from its impairment testing of indefinite-lived intangibles. The Company reviews goodwill for impairment on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Goodwill is tested first for impairment based on qualitative factors on an annual basis or in between if an event occurs or circumstances change that indicate the fair value may be below its carrying amount, otherwise known as a ‘triggering event’. An assessment is made of these qualitative factors as such to determine whether it is more likely than not the fair value is less than the carry amount, including goodwill. The annual evaluation for impairment of indefinite-lived intangibles and, if then needed after the first step, Goodwill, is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. During the three months ended March 31, 2024 and 2023, the Company did no Valuation of Long-lived Assets In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and construction in progress held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to estimated cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. Revenue Recognition The Company’s primary source of revenue is its healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures. Revenue is recognized at a point in time in accordance with ASC 606. The Company’s healthcare subsidiary does not have contract liabilities or deferred revenue as there are no amounts prepaid for services. The Company applies the following five-step ASC 606 model to determine revenue recognition: · Identification of a contract with a customer · Identification of the performance obligations in the contact · Determination of the transaction price · Allocation of the transaction price to the separate performance obligations · Recognition of revenue when performance obligations are satisfied. The Company applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses services promised within each contract and determines those that are a performance obligation and assesses whether each promised service is distinct. The Company’s contracts for both its contract and service fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction price is allocated to this single performance obligation. Accordingly, the Company recognizes revenues (net) when the patient receives orthopedic care services. The Company’s patient service contracts generally have performance obligations which are satisfied at a point in time. The performance obligation is for onsite or off-site care provided. Patient service contracts are generally fixed-price, and the transaction price is in the contract. Revenue is recognized when obligations under the terms of the contract with the Company’s patients are satisfied; generally, at the time of patient care. Established billing rates are not the same as actual amounts recovered for the Company’s healthcare subsidiary. They generally do not reflect what the Company is ultimately paid by the customer, insurance carriers and other payors, and therefore are not reported in the consolidated financial statements at that rate. The Company is typically paid amounts based on established charges per procedure with guidance from the annually updated Current Procedural Terminology (“CPT”) guidelines (a code set maintained by the American Medical Association through the CPT Editorial Panel), that designates relative value units and a suggested range of charges for each procedure which is then assigned a CPT code. This fee is discounted to reflect the percentage paid to the Company “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay, and contractual adjustments which are deducted from the calculated fee. The net revenue is recorded at the time the services are rendered. Contract Fees (Non-PIP) The Company has contract fees for amounts earned from its Non-Personal Injury Protection (“PIP”) related procedures, typically car accidents, and are collected on a contingency basis. Historically, these cases were sold to a factor who bears the risk of economic benefit or loss. After selling patient cases to the factor, any additional funds collected by the Company were remitted to the factor. Service Fees – Net (PIP) The Company generates services fees from performing various procedures on the date the services are performed. These services primarily include slip and falls as well as smaller nominal Non-PIP services. Fees are collected primarily from third party insurance providers. These revenues are based on established insurance billing rates, less allowances for contractual adjustments and uncollectible amounts. These contractual adjustments vary by insurance company and self-pay patients. The Company computes these contractual adjustments and collection allowances based on its historical collection experience. Completing the paperwork for each case and preparing it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed electronically except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four weeks from electronic filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional information. The Company’s healthcare revenues are generated from professional medical billings including facility and anesthesia services. With respect to facility and anesthesia services, the Company is the primary obligor as the facility and anesthesia services are considered part of one integrated performance obligation. Historically the Company receives 49% of collections from total gross billed. Accordingly, the Company recognized net healthcare service revenue as 49% of gross billed amounts. Historical collection rates are estimated using the most current prior 12-month historical payment and collection percentages. Historically through April 2023, the Company’s healthcare subsidiary has had contractual medical receivable sales and purchase agreements with third party factors which result in approximately 54% reduction from the accounts receivables amounts when a receivable is sold to the factors. The Company evaluated the factored adjustments considering the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that were factored were recorded in finance charges as other expenses on the consolidated statement of operations. Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of cost of sales in the consolidated statements of operations and changes in stockholders’ equity. The Company recognized advertising and marketing expense of $ 82,051 83,223 Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Distinguishing Liabilities from Equity The Company accounts for its series N senior convertible preferred stock, series R convertible preferred stock, and series X senior convertible preferred stock subject to possible redemption in accordance with ASC 480, “Distinguishing Liabilities from Equity”. Conditionally redeemable preferred shares are classified as temporary equity within the Company’s consolidated balance sheet. Stock-Based Compensation The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB ASC. Pursuant to paragraph 718-10-30-6 of the FASB ASC, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in the consolidated statements of operations. Income Taxes Income taxes are determined in accordance with ASC Topic 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. As of March 31, 2024 and 2023, the Company did no Income (Loss) per Share FASB ASC Subtopic 260, “Earnings Per Share,” provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, warrants, and debts convertible into common stock. The dilutive effect of stock options and warrants are reflected in diluted earnings per common share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. The diluted effect of debt convertibles is reflected utilizing the if converted method. Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company had sustained recurring operating losses since its inception and has an accumulated deficit of $ 69,118,853 The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management is in continuous discussions with prospective investors and believes the raising of capital will allow the Company to fund its cash flow shortfalls and pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations. Recent Accounting Standards The FASB issued ASU 2023-07 on November 27, 2023. The amendments “improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.” In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows.” The Management is evaluating the impact of ASU 2023-07 on the consolidated financial statements and does not expect there to be any changes or impact to the financial statements. |
RESTATEMENT OF FINANCIAL STATEM
RESTATEMENT OF FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF FINANCIAL STATEMENTS | 2. RESTATEMENT OF FINANCIAL STATEMENTS During the preparation of the year ended December 31, 2023 financial statements, the Company identified and corrected its classification and accounting treatment for its series R convertible preferred stock and the related dividend accrual. Pursuant to ASC 250, “Accounting changes and error corrections” issued by FASB and SAB 99 “Materiality” issued by Securities and Exchange Commission, the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in a $274,982 increase to the mezzanine equity and offsetting decrease to the series R convertible preferred stock and subject to possible redemption mezzanine equity line item on the consolidated balance sheet as of March 31, 2023. In addition, the impact of the unpaid dividend accrual is reflected in $8,136 increase to mezzanine equity and offsetting decrease to the accumulated deficits as of March 31, 2023. The impact of the error correction is also reflected $1 decrease of earnings (loss) per share on the consolidated statement of operations for the three months ended March 31, 2023. During the preparation of the three months ended March 31, 2024 financial statements, the Company identified and corrected its classification for its all outstanding common stock amount per par value of $ 0.001 1-for-75,000 reverse split 1,804,774 On November 10, 2023, the Company sold Platinum Tax, which was a full-service tax resolution firm located in Los Angeles, California. The Company presented in prior periods operating loss as loss from discontinued operations in the amount of $45,490 on the consolidated statement of operations for the three months ended March 31, 2023. The following table summarizes the impact of the corrections on the Company’s condensed consolidated statement of operations for the three months ended March 31, 2023: i. Balance sheet Schedule of restated financial information Impact of correction of error March 31, 2023 (Unaudited) As previously reported Adjustments As restated Total assets $ 14,284,585 $ (8,673 ) $ 14,275,912 Total liabilities 10,745,097 (8,673 ) 10,736,424 Mezzanine equity 5,171,861 283,118 5,454,979 Total stockholders' equity $ (1,632,373 ) $ (283,118 ) $ (1,915,491 ) ii. Statement of operations Impact of correction of error Three months ended March 31, 2023 (Unaudited) As previously reported Adjustments As restated Revenue $ 2,860,798 $ (154,399 ) $ 2,706,399 Cost of sales 983,124 (26,829 ) 956,295 Gross profit 1,877,674 (127,570 ) 1,750,104 Operating expense 1,164,113 (171,557 ) 992,556 Income from operations $ 713,561 $ 43,987 $ 757,548 Other income (expense), net (729,552 ) 1,503 (728,049 ) Net loss before discontinued operations (15,991 ) 45,490 29,499 Loss from discontinued operations – (45,490 ) (45,490 ) Net loss for the period $ (15,991 ) $ – $ (15,991 ) Preferred stock dividends $ (336,811 ) $ (8,136 ) $ (344,947 ) Net loss attributable to common shareholders $ (352,802 ) $ (8,136 ) $ (360,938 ) Basic and diluted earnings (loss) per share for continuing operations $ (30 ) $ (1 ) $ (31 ) |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Schedule of accounts payable and accrued expenses March 31, 2024 December 31, 2023 Accounts payable $ 632,045 $ 720,774 Accrued credit cards 9,884 26,645 Accrued liability for collections of previously factored receivables 1,385,084 1,247,772 Accrued property taxes 5,346 5,346 Accrued professional fees 29,122 29,122 Accrued payroll 42,628 17,472 Total $ 2,104,109 $ 2,047,131 The Company is delinquent paying certain property taxes. As of March 31, 2024 and December 31, 2023, the balance for these property taxes, was $ 5,346 |
PLANT AND EQUIPMENT, NET
PLANT AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PLANT AND EQUIPMENT, NET | 4. PLANT AND EQUIPMENT, NET Property and equipment as of March 31, 2024 and December 31, 2023 is as follows: Schedule of property and equipment March 31, 2024 December 31, 2023 Medical equipment $ 96,532 $ 96,532 Computer Equipment 9,189 9,189 Furniture, fixtures and equipment 15,079 15,079 Leasehold Improvement 15,950 15,950 Total 136,750 136,750 Less: accumulated depreciation (105,454 ) (102,089 ) Property and equipment, net $ 31,296 $ 34,661 For the three months ended March 31, 2024 and 2023, depreciation expense was $ 3,365 4,635 |
LAND
LAND | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [Abstract] | |
LAND | 5. LAND As of March 31, 2024 and December 31, 2023, the Company had 27 acres of land of approximately $ 540,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS In connection with the acquisition of Edge View on July 16, 2014, the Company assumed amounts due to previous owners who are current managers of Edge View. These amounts are due on demand and do not bear interest. The balance of these amounts are $ 4,979 The Company obtained short-term advances from the Chairman of the Board that are non-interest bearing and due on demand. As of March 31, 2024 and December 31, 2023, the Company owed the Chairman $ 45,844 120,997 75,153 See also Note 8 and the disclosure regarding Note payable 41. See also Note 13 for compensation paid to employees of the Company. |
NOTES AND LOANS PAYABLE
NOTES AND LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES AND LOANS PAYABLE | 7. NOTES AND LOANS PAYABLE Notes payable at March 31, 2024 and December 31, 2023 are summarized as follows: Schedule of notes payable March 31, 2024 December 31, 2023 Notes and loans payable $ 3,743,856 $ 2,280,743 Less current portion (3,599,345 ) (2,136,077 ) Long-term portion $ 144,511 $ 144,666 Long-term debt matures as follows: Schedule of maturities of long-term debt Amount 2024 (remainder of year) $ 3,599,345 2025 4,983 2026 4,983 2027 4,983 2028 4,983 Thereafter 124,579 Total $ 3,743,856 Loans and Notes Payable – Unrelated Party On March 12, 2009, the Company issued a debenture in the principal amount of $20,000. The debenture bore interest at 12% per year and matured on September 12, 2009. The balance of the debenture was $ 10,989 7,876 7,547 Small Business Administration (“SBA”) Loans On June 2, 2020, the Company obtained an SBA loan in the principal amount of $ 150,000 3.75 149,494 0 149,655 956 Line of Credit On September 29, 2023, the Company and Nova entered into a two-year revolving purchase and security agreement with DML HC Series, LLC to sell, with recourse, Nova’s accounts receivables for a revolving financing up to a maximum advance amount of $ 4.5 3,583,373 2,120,100 September 29, 2025 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 8. CONVERTIBLE NOTES PAYABLE As of March 31, 2024 and December 31, 2023, the Company had convertible debt outstanding net of amortized debt discount of $ 3,820,545 3,807,030 50,000 240,000 11,305 24,820 13,515 17,983 During the three months ended March 31, 2024, the Company converted $ 680 1,000 1,222 1,679 58,800 5,873 2,000 1,583 Convertible notes as of March 31, 2024 and December 31, 2023 are summarized as follows: Schedule of convertible notes March 31, 2024 December 31, 2023 Convertible notes payable $ 3,831,850 $ 3,831,850 Discounts on convertible notes payable (11,305 ) (24,820 ) Total convertible debt less debt discount 3,820,545 3,807,030 Current portion 3,820,545 3,807,030 Long-term portion $ – $ – The following is a schedule of convertible notes payable as of and for the three months ended March 31, 2024. Schedule of convertible notes payable Note # Issuance Maturity Principal Balance 12/31/23 New Loan Principal Conversions Cash Paydown Shares Issued Upon Conversion Principal Balance 03/31/24 Accrued Interest on Convertible Debt at 12/31/23 Interest Expense On Convertible Debt For the Period Ended 03/31/24 Accrued Interest on Convertible Debt at 03/31/24 Unamortized Debt Discount At 03/31/24 9 09/12/2016 09/12/2017 $ 50,080 – – – 1,222 $ 50,080 $ 5,581 $ 2,496 7,399 – 10 01/24/2017 01/24/2018 55,000 – – – – 55,000 80,875 2,742 83,618 – 10-1 02/10/2023 02/10/2024 50,000 – – – – 50,000 6,658 1,870 8,527 – 10-2 03/30/2023 03/30/2024 25,000 – – – – 25,000 2,836 935 3,771 – 10-3 08/11/2023 08/11/2024 25,000 – – – – 25,000 1,469 935 2,404 – 29-2 11/08/2019 11/08/2020 36,604 – – – – 36,604 10,109 2,190 12,299 – 31 08/28/2019 08/28/2020 – – – – – – 8,385 – – – 37-1 09/03/2020 06/30/2021 113,667 – – – – 113,667 64,929 5,101 70,030 – 37-2 11/02/2020 08/31/2021 113,167 – – – – 113,167 63,594 5,079 68,673 – 37-3 12/29/2020 09/30/2021 113,166 – – – – 113,166 62,558 5,079 67,637 – 40-1 09/22/2022 09/22/2024 2,600,000 – – – – 2,600,000 252,665 64,821 267,488 – 40-2 11/04/2022 09/22/2024 68,667 – – – – 68,667 7,939 1,712 9,651 – 40-3 11/28/2022 09/22/2024 68,667 – – – – 68,667 7,506 1,712 9,217 – 40-4 12/21/2022 09/22/2024 68,667 – – – – 68,667 7,054 1,712 8,766 – 40-5 01/24/2023 03/21/2024 90,166 – – – – 90,166 8,284 2,248 10,531 – 40-6 03/21/2023 09/22/2024 139,166 – – – – 139,166 10,671 3,470 14,141 – 40-7 06/05/2023 06/05/2024 139,166 – – – – 139,166 7,826 3,470 11,295 6,530 40-8 06/13/2023 06/13/2024 21,167 – – – – 21,167 1,127 528 1,654 1,032 40-9 07/19/2023 07/19/2024 35,500 – – – – 35,500 1,605 885 2,490 2,650 40-10 07/24/2023 07/24/2024 14,000 – – – – 14,000 614 349 963 1,093 41 08/25/2023 08/25/2024 5,000 – – – – 5,000 175 125 300 $ 3,831,850 $ – $ – $ – 1,222 $ 3,831,850 $ 612,460 $ 107,459 $ 660,854 $ 11,305 Note 9 On September 12, 2016, the Company issued a convertible promissory note in the principal of $80,000 for services rendered, which matured on September 12, 2017. Note 9 is currently in default and accrues at a default interest rate of 20% per annum. Note 10, 10-1, 10-2 and 10-3 On January 24, 2017, the Company issued a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on January 24, 2018. Note 10 is currently in default and accrues interest at a default interest rate of 20% per annum. On February 10, 2023, the Company executed a second tranche under this note in the principal amount of $50,000 (Note 10-1). On March 30, 2023, the Company executed a third tranche under this note in the principal amount of $25,000 (Note 10-2). On August 11, 2023, the Company executed a fourth tranche under this note in the principal amount of $25,000 (Note 10-3). Notes 10-1 and 10-2 are currently in default and accrue interest at a default interest rate of 20% per annum. Note 10-3 accrues interest at a rate of 15% per annum. Note 29-2 On May 10, 2019, the Company issued a convertible promissory note in the principal amount of $150,000. On November 8, 2019, this note (Note 29) was purchased by and assigned to an unrelated party. The amount assigned was the existing principal amount of $150,000 and accrued interest of $5,918, which was issued as Note 29-1, plus a new convertible promissory note in the principal amount of $62,367, which was issued as Note 29-2. Note 29-2 is currently in default and accrues interest at a default interest rate of 24% per annum. Notes 37-1, 37-2 and 37-3 On September 3, 2020, the Company issued a convertible promissory note in the principal amount of $200,000, with an original issue discount of $50,000, which could be drawn in several tranches. On September 3, 2020, the Company executed the first tranche in the principal amount of $67,000, less an original issue discount of $17,000, which matured on June 30, 2021 (Note 37-1). On November 2, 2020, the Company executed the second tranche in the principal amount of $66,500, less an original issue discount of $16,500, which matured on August 31, 2021 (Note 37-2). On December 29, 2020, the Company executed the third tranche in the principal amount of $66,500, less an original issue discount of $16,500, which matured on September 30, 2021 (Note 37-3). Notes 37-1, 37-2 and 27-3 are currently in default and accrue interest at a default interest rate of 18% per annum. Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7, 40-8, 40-9 and 40-10 On September 22, 2022, the Company issued a convertible promissory note in the principal amount of $2,600,000 in exchange for total of $4,791,099 of defaulted promissory notes balances (Note 40-1). On November 4, 2022, the Company executed a second tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-2). On November 28, 2022, the Company executed the third tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-3). On December 21, 2022, the Company executed a fourth tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-4). On January 24, 2023, the Company executed a fifth tranche under this note in the principal amount of $90,166, less an original issue discount and fee of $25,166 (Note 40-5). On March 21, 2023, the Company executed a sixth tranche under this note in the principal amount of $136,666, less an original issue discount and fee of $39,166 (Note 40-6). On June 5, 2023, the Company executed a seventh tranche under this note in the principal amount of $136,667, less original issue discount and fee of $39,167 (Note 40-7). On June 13, 2023, the Company executed an eighth tranche under this note in the principal amount of $21,167, less original issue discount and fee of $5,167 (Note 40-8). On July 19, 2023, the Company executed a ninth tranche under this note in the principal amount of $35,500, less an original issue discount and fee of $8,875 (Note 40-9). On July 24, 2023, the Company executed a tenth tranche under this note in the principal amount of $14,000, less an original issue discount and fee of $3,500 (Note 40-10). On December 1, 2023, the Company executed amendment on Notes series 40 consolidated senior secured convertible promissory note to extend the expired tranche note 40-1 through 40-5’ due date to September 20, 2024. All of the Note 40 tranches mature in one year from the note issuance date and accrue interest at a rate of 10% per annum. Note 41 On August 25, 2023, the Company issued a twelve-month convertible promissory note in the principal amount of $5,000 to the Company’s CEO for the Company’s operating expenses. The rate of interest is 10% per annum. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
CAPITAL STOCK | 9. CAPITAL STOCK Preferred Stock The Company has designated multiple series of preferred stock, including 2 3,000,000 500 1,000,000 50,000 15,000,000 2,000,000 400,000 3,000,000 5,000 5,000,000 The following is a description of the rights and preferences of each series of preferred stock. Redeemable Preferred Stock The Company recognized the series N senior convertible preferred stock, series R convertible preferred stock and series X senior convertible preferred stock as mezzanine equity in accordance with ASC 480, “Distinguishing Liabilities from Equity”. Series N Senior Convertible Preferred Stock Ranking. Dividend Rights. 871,462 766,437 Liquidation Rights. Voting Rights Conversion Rights Redemption Rights Series R Convertible Preferred Stock Ranking. Dividend Rights. 119,194 109,980 Liquidation Rights Voting Rights pari passu pari passu Conversion Rights Participation Rights Company Redemption Rights Redemption Upon Triggering Events · the Company shall fail to deliver the shares of common stock issuable upon a conversion prior to the fifth (5 th · the Company shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In (as defined in the certificate of designation) within five (5) trading days after notice therefor is delivered; · the Company shall fail to have available a sufficient number of authorized and unreserved shares of common stock to issue to such holder upon a conversion; · unless specifically addressed elsewhere in the certificate of designation as a Triggering Event, the Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of the Transaction Documents (as defined in the certificate of designation), and such failure or breach shall not, if subject to the possibility of a cure by the Company, have been cured within five (5) calendar days after the date on which written notice of such failure or breach shall have been delivered; · the Company shall redeem junior securities or pari passu · the Company shall be party to a Change of Control Transaction (as defined in the certificate of designation); · there shall have occurred a Bankruptcy Event (as defined in the certificate of designation); · any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $50,000 (provided that amounts covered by the Company’s insurance policies are not counted toward this $50,000 threshold), and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of thirty (30) trading days; · the electronic transfer by the Company of shares of common stock through the Depository Trust Company or another established clearing corporation once established subsequent to the date of the certificate of designation is no longer available or is subject to a ‘freeze” and/or “chill;” or · any “Event of Default,” as defined in the Purchase Agreement (as defined in the certificate of designation). Series X Senior Convertible Preferred Stock Ranking. Dividend Rights. 228,082 190,685 Liquidation Rights. Voting Rights Conversion Rights Redemption Rights Non-redeemable Preferred Stock Series A Preferred Stock Ranking. Dividend Rights. Liquidation Rights Voting Rights Transfer Other Rights Series B Preferred Stock Ranking. Dividend Rights. Liquidation Rights pari passu Voting Rights Conversion Rights Redemption Rights Series C Preferred Stock Ranking. Dividend Rights. Liquidation Rights pari passu Voting Rights Conversion Rights Redemption Rights Series E Preferred Stock Ranking. Dividend Rights. Liquidation Rights pari passu Voting Rights Conversion Rights Series F-1 Preferred Stock Ranking. Dividend Rights. Liquidation Rights pari passu Voting Rights Conversion Rights Redemption Rights Series I Preferred Stock Ranking. Dividend Rights. Liquidation Rights pari passu Voting Rights Conversion Rights Redemption Rights Series J Preferred Stock Ranking. Dividend Rights. Liquidation Rights pari passu Voting Rights Conversion Rights Redemption Rights Series L Preferred Stock Ranking. Dividend Rights. Liquidation Rights pari passu Voting Rights Conversion Rights Redemption Rights Preferred Stock Transactions During the three months ended March 31, 2024, the Company executed the following transactions: · On January 19, 2024, the Company issued 62,500 250,000 · On January 31, 2024, the Company issued 5,000 20,000 · On January 31, 2024, the Company issued 2,500 10,000 In connection with these aforementioned shares issuances on January 19, 2024 and January 31, 2024, the Company engaged a valuation specialist to perform a business valuation monte carlo simulation for the series I preferred stock resulting in those indicated fair values. · During the three months ended March 31, 2024, an aggregate of 778,799 1,557,598 · During the three months ended March 31, 2024, an aggregate of 22 220,000 · During the three months ended March 31, 2024, an aggregate of 2,928,500 5,857,000 · During the three months ended March 31, 2024, an aggregate of 1,542,225 3,084,450 · During the three months ended March 31, 2024, 2 The Company had no preferred stock transactions during the three months ended March 31, 2023. Common Stock During the three months ended March 31, 2024, the Company executed the following transactions: · During the three months ended March 31, 2023, the Company issued 1,222 · During the three months ended March 31, 2024, the Company issued an aggregate of 1,557,598 778,799 · During the three months ended March 31, 2024, the Company issued an aggregate of 220,000 22 · During the three months ended March 31, 2024, the Company issued an aggregate of 5,857,000 2,928,500 · During the three months ended March 31, 2024, the Company issued an aggregate of 3,084,450 1,542,225 · On March 5, 2024, the Company issued 7,500 1.55 11,617 · On March 26, 2024, the Company issued an aggregate of 30,000 6.50 195,000 · In February 2024, as part of the Red Rock settlement executed in July 2022, the Company issued an aggregate of 37,104 3 111,312 · During the three months ended March 31, 2023, the Company issued 1,583 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
WARRANTS | 10. WARRANTS The table below sets forth warrant activity during the three months ended March 31, 2024 and 2023: Schedule of warrant activity Number of Weighted Balance at January 1, 2024 3,140 $ 0.015 Granted – – Exercised – – Expired – – Balance at March 31, 2024 3,140 0.015 Warrants Exercisable at March 31, 2024 3,140 $ 0.015 Number of Weighted Balance at January 1, 2023 3,141 $ 0.015 Granted – – Exercised – – Expired (1 ) – Balance at March 31, 2023 3,140 0.015 Warrants Exercisable at March 31, 2023 3,140 $ 0.015 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 11. DISCONTINUED OPERATIONS On November 10, 2023, the Company sold Platinum Tax, which was a full-service tax resolution firm located in Los Angeles, California. Through this subsidiary the Company provided fee-based tax resolution services to individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding tax debts. As part of the Asset Purchase Agreement between the Company and the purchaser, the assets that were purchased included substantially all assets, rights, interests, and licenses except for banks accounts in place prior to the sale for the purchase consideration of 15% of cash collected by the purchaser within one year following the sale date. In February 2024, as part of the Red Rock settlement executed in July 2022, the Company issued an aggregate of 37,104 3 111,312 Schedule of discontinued operations Net liabilities of discontinued operations March 31, 2024 December 31, 2023 Cash $ 342 $ 342 Accounts receivable 300 300 Accounts payable and accrued expenses 238,285 238,285 Net liabilities of discontinued operations $ (237,643 ) $ (237,643 ) Three Months Ended March 31, Gain (Loss) from discontinued operations 2024 2023 Revenue $ – $ 154,399 Cost of sales – (26,829 ) Selling, general and administrative expenses – (171,557 ) Interest expense – (1,503 ) Settlement loss (111,312 ) – Loss from discontinued operations $ (111,312 ) $ (45,490 ) |
GOODWILL AND IDENTIFIABLE INTAN
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill And Identifiable Intangible Assets Net | |
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET | 12. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET The Company reviews goodwill for impairment on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. During the three months ended March 31, 2024 and 2023, the Company determined there to be no |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Leases ASC 842, “Leases”, requires that a lessee recognize the assets and liabilities that arise from operating leases, A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transaction, lessees and lessors are required to recognize and measure leases at either the effective date (the “effective date method”) or the beginning of the earliest period presented (the “comparative method”) using a modified retrospective approach. Under the effective date method, the Company’s comparative period reporting is unchanged. In contrast, under the comparative method, the Company’s date of initial application is the beginning of the earliest comparative period presented, and the Topic 842 transition guidance is then applied to all comparative periods presented. Further, under either transition method, the standard includes certain practical expedients intended to ease the burden of adoption. The Company adopted ASC 842, January 1, 2020, using the effective date method and elected certain practical expedients allowing the Company not to reassess: · whether expired or existing contracts contain leases under the new definition of a lease; · lease classification for expired or existing leases; and · whether previously capitalized initial direct costs would qualify for capitalization under Topic 842. The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less. The Company leases eleven medical facilities and one vehicle as operating leases as of March 31, 2024. The Company recorded operating lease expenses of $ 100,362 77,852 The Company has operating leases with future commitments as follows: Schedule of operating leases Amount 2024 (remainder of year) $ 195,934 2025 153,096 2026 60,862 Total $ 409,892 The following table summarizes supplemental information about the Company’s leases: Schedule of supplemental information about leases Weighted-average remaining lease term 2.2 Weighted-average discount rate 4.49 Employees The Company agreed to pay $360,000 per year and $200,000 of targeted annual incentives to the Chief Executive Officer based on his employment agreement since July 1, 2020, of which currently 50% is paid in cash and 50% is accrued. The total outstanding accrued compensation as of March 31, 2024 and December 31, 2023 was $ 2,365,500 The Company agreed to pay $360,000 per year and $200,000 of targeted annual incentives to the Chairman of the Board based on his employment agreement since July 1, 2020, of which currently 50% is paid in cash and 50% is accrued. The total outstanding accrued compensation as of March 31, 2024 and December 31, 2023 was $ 2,440,500 2,350,500 The Company agreed to pay $ 228,000 no The Company agreed to pay $ 210,000 no The Company agreed to pay $ 156,000 17,057 The Company entered into a management agreement effective May 31, 2021 for compensation to the principals of Nova in the form of an annual base salaries of $ 372,000 450,000 372,000 Schedule of annual objectives of financial performance Year Minimum Annual Nova EBITDA Cash Annual Bonus Series J Preferred Stock 2021 $ 2 $120,000 120,000 2022 $ 2.4 $150,000 135,000 2023 $ 3.7 $210,000 150,000 2024 $ 5.5 $300,000 180,000 2025 $ 8 $420,000 210,000 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | 14. LEGAL PROCEEDINGS From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. Management is not currently aware of any such legal proceedings or claims that it believes will have a material adverse effect on the Company’s business, financial condition, or operating results. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 15. INCOME TAXES At March 31, 2024, the Company had federal and state net operating loss carry forwards of approximately $24 million that expire in various years through the year 2039. Due to carryforwards of past net operating losses, there is no provision for current federal or state income taxes for the three months ended March 31, 2024 and 2023. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes. The Company has a deferred tax asset that consists of net operating loss carry forwards calculated using federal and state effective tax rates. Because of the Company’s lack of past earnings history, the deferred tax asset has been fully offset by a valuation allowance. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 16. SEGMENT REPORTING As of March 31, 2024, the Company had two reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information (1) Healthcare (Nova) (2) Real Estate (Edge View) These segments are a result of differences in the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting, human resources, legal and credit and collections, are partially allocated to the three operating segments. Other revenue consists of nonrecurring items. The healthcare segment provides a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and nerves. The real estate segment consists of Edge View, a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond. Management uses numerous tools and methods to evaluate and measure of its subsidiaries’ success. To help succeed, management retains the prior owners of the subsidiaries and allow them to do what they do best is run the business. Additionally, management monitors key metrics primarily revenues and net income from operations. Schedule of revenues and net income from operations Asset: March 31, 2024 December 31, 2023 Healthcare $ 20,227,446 $ 18,955,991 Real Estate 586,582 587,456 Others 1,791,282 1,202,364 Consolidated assets $ 22,605,310 $ 20,745,811 Three Months Ended March 31, 2024 2023 Revenues: Healthcare $ 2,661,966 $ 2,706,399 Real Estate – – Consolidated revenues $ 2,661,966 $ 2,706,399 Cost of sales: Healthcare $ 948,154 $ 956,295 Real Estate – – Consolidated cost of sales $ 948,154 $ 956,295 Income from operations from subsidiaries Healthcare $ 1,151,284 $ 1,278,239 Real Estate (874 ) (97 ) Income from operations from subsidiaries $ 1,150,410 $ 1,278,142 Loss from operations from Cardiff Lexington $ (931,418 ) $ (520,594 ) Total income from operations $ 218,992 $ 757,548 Income before taxes Healthcare $ 1,151,284 $ 817,098 Real Estate (874 ) (97 ) Corporate, administration and other non-operating expenses (1,322,202 ) (787,502 ) Consolidated income (loss) before taxes $ (171,792 ) $ 29,499 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS The Company has evaluated its operations subsequent to March 31, 2024 to the date these consolidated financial statements were available to be issued and determined the following subsequent events and transactions required disclosure in these consolidated financial statements. On May 8, 2024, the Company filed the amendment of Articles of Incorporation. The total amended authorized shares are 350,000,000 shares of capital stock, consisting of 300,000,000 shares of common stock, $0.001 par value and 50,000,000 shares of preferred stock, $0.001 par value per share. Subsequent to March 31, 2024, an aggregate of 264,750 shares of series B preferred stock were converted into an aggregate of 529,500 shares of common stock. Subsequent to March 31, 2024, an aggregate of 29 shares of series C preferred stock were converted into an aggregate of 290,000 shares of common stock. Subsequent to March 31, 2024, an aggregate of 80,375 shares of series E preferred stock were converted into an aggregate of 160,750 shares of common stock. Subsequent to March 31, 2024, an aggregate of 438,500 shares of series I preferred stock were converted into an aggregate of 877,000 shares of common stock. Subsequent to March 31, 2024, an aggregate of 171,359 shares of series J preferred stock were converted into an aggregate of 342,718 shares of common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Cardiff Lexington Corporation (“Cardiff”) was originally incorporated on September 3, 1986 in Colorado as Cardiff International Inc. On November 10, 2005, Cardiff merged with Legacy Card Company, LLC and changed its name to Cardiff Lexington Corporation. On August 27, 2014, Cardiff redomiciled and became a corporation under the laws of Florida. On April 13, 2021, Cardiff redomiciled and became a corporation under the laws of Nevada. Cardiff is an acquisition holding company focused on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for stockholders. All of Cardiff’s operations are conducted through, and its income derived from, its various subsidiaries, which includes: · Edge View Properties, Inc. (“Edge View”), which was acquired on July 16, 2014; · Platinum Tax Defenders (“Platinum Tax”), which was acquired on July 31, 2018 and sold on November 10, 2023; and · Nova Ortho and Spine, LLC (“Nova”), which was acquired on May 31, 2021. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Cardiff and its wholly owned subsidiaries, Edge View, Platinum Tax and Nova (collectively, the “Company”). Subsidiaries shown as discontinued operations include Platinum Tax. All significant intercompany accounts and transactions are eliminated in consolidation. Subsidiaries discontinued are shown as discontinued operations. |
Reverse Stock Split | Reverse Stock Split On January 9, 2024, the Company effected a 1-for-75,000 reverse split All share and per share data throughout these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. The total number of authorized shares of common stock did not change. As a result of the reverse stock split, an amount equal to the decreased value of the common stock was reclassified from “common stock” to “additional paid-in capital.” |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates. |
Accounts Receivable | Accounts Receivable The Company adopted ASU 2016-13, “Financial Instruments – Credit Losses.” In accordance with this standard, the Company recognizes an allowance for credit losses for its trade receivables to present the net amount expected to be collected as of the balance sheet date. This allowance is based on the credit losses expected to arise over the life of the asset and are based on Current Expected Credit Losses. Accounts receivable is reported on the balance sheet at the net amounts expected to be collected by the Company. Management closely monitors outstanding accounts receivable and recognized an additional allowance for credit losses in the amount of $ 122,190 270,000 14,649,930 13,305,254 |
Property and Equipment | Property and Equipment Property and equipment are carried at cost. Expenditures for renewals and betterments that extend the useful lives of property, equipment or leasehold improvements are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated using the straight-line method for financial reporting purposes based on the following estimated useful lives: Schedule of estimated useful lives Classification Useful Life Equipment, furniture, and fixtures 5 - 7 years Medical equipment 10 years Leasehold improvements 10 years or lease term, if shorter |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and indefinite-lived assets are not amortized but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company’s impairment testing of goodwill is performed separately from its impairment testing of indefinite-lived intangibles. The Company reviews goodwill for impairment on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Goodwill is tested first for impairment based on qualitative factors on an annual basis or in between if an event occurs or circumstances change that indicate the fair value may be below its carrying amount, otherwise known as a ‘triggering event’. An assessment is made of these qualitative factors as such to determine whether it is more likely than not the fair value is less than the carry amount, including goodwill. The annual evaluation for impairment of indefinite-lived intangibles and, if then needed after the first step, Goodwill, is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. During the three months ended March 31, 2024 and 2023, the Company did no |
Valuation of Long-lived Assets | Valuation of Long-lived Assets In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and construction in progress held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to estimated cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. |
Revenue Recognition | Revenue Recognition The Company’s primary source of revenue is its healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures. Revenue is recognized at a point in time in accordance with ASC 606. The Company’s healthcare subsidiary does not have contract liabilities or deferred revenue as there are no amounts prepaid for services. The Company applies the following five-step ASC 606 model to determine revenue recognition: · Identification of a contract with a customer · Identification of the performance obligations in the contact · Determination of the transaction price · Allocation of the transaction price to the separate performance obligations · Recognition of revenue when performance obligations are satisfied. The Company applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses services promised within each contract and determines those that are a performance obligation and assesses whether each promised service is distinct. The Company’s contracts for both its contract and service fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction price is allocated to this single performance obligation. Accordingly, the Company recognizes revenues (net) when the patient receives orthopedic care services. The Company’s patient service contracts generally have performance obligations which are satisfied at a point in time. The performance obligation is for onsite or off-site care provided. Patient service contracts are generally fixed-price, and the transaction price is in the contract. Revenue is recognized when obligations under the terms of the contract with the Company’s patients are satisfied; generally, at the time of patient care. Established billing rates are not the same as actual amounts recovered for the Company’s healthcare subsidiary. They generally do not reflect what the Company is ultimately paid by the customer, insurance carriers and other payors, and therefore are not reported in the consolidated financial statements at that rate. The Company is typically paid amounts based on established charges per procedure with guidance from the annually updated Current Procedural Terminology (“CPT”) guidelines (a code set maintained by the American Medical Association through the CPT Editorial Panel), that designates relative value units and a suggested range of charges for each procedure which is then assigned a CPT code. This fee is discounted to reflect the percentage paid to the Company “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay, and contractual adjustments which are deducted from the calculated fee. The net revenue is recorded at the time the services are rendered. |
Contract Fees (Non-PIP) | Contract Fees (Non-PIP) The Company has contract fees for amounts earned from its Non-Personal Injury Protection (“PIP”) related procedures, typically car accidents, and are collected on a contingency basis. Historically, these cases were sold to a factor who bears the risk of economic benefit or loss. After selling patient cases to the factor, any additional funds collected by the Company were remitted to the factor. |
Service Fees – Net (PIP) | Service Fees – Net (PIP) The Company generates services fees from performing various procedures on the date the services are performed. These services primarily include slip and falls as well as smaller nominal Non-PIP services. Fees are collected primarily from third party insurance providers. These revenues are based on established insurance billing rates, less allowances for contractual adjustments and uncollectible amounts. These contractual adjustments vary by insurance company and self-pay patients. The Company computes these contractual adjustments and collection allowances based on its historical collection experience. Completing the paperwork for each case and preparing it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed electronically except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four weeks from electronic filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional information. The Company’s healthcare revenues are generated from professional medical billings including facility and anesthesia services. With respect to facility and anesthesia services, the Company is the primary obligor as the facility and anesthesia services are considered part of one integrated performance obligation. Historically the Company receives 49% of collections from total gross billed. Accordingly, the Company recognized net healthcare service revenue as 49% of gross billed amounts. Historical collection rates are estimated using the most current prior 12-month historical payment and collection percentages. Historically through April 2023, the Company’s healthcare subsidiary has had contractual medical receivable sales and purchase agreements with third party factors which result in approximately 54% reduction from the accounts receivables amounts when a receivable is sold to the factors. The Company evaluated the factored adjustments considering the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that were factored were recorded in finance charges as other expenses on the consolidated statement of operations. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of cost of sales in the consolidated statements of operations and changes in stockholders’ equity. The Company recognized advertising and marketing expense of $ 82,051 83,223 |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
Distinguishing Liabilities from Equity | Distinguishing Liabilities from Equity The Company accounts for its series N senior convertible preferred stock, series R convertible preferred stock, and series X senior convertible preferred stock subject to possible redemption in accordance with ASC 480, “Distinguishing Liabilities from Equity”. Conditionally redeemable preferred shares are classified as temporary equity within the Company’s consolidated balance sheet. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB ASC. Pursuant to paragraph 718-10-30-6 of the FASB ASC, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments is recorded in the consolidated statements of operations. |
Income Taxes | Income Taxes Income taxes are determined in accordance with ASC Topic 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. As of March 31, 2024 and 2023, the Company did no |
Income (Loss) per Share | Income (Loss) per Share FASB ASC Subtopic 260, “Earnings Per Share,” provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, warrants, and debts convertible into common stock. The dilutive effect of stock options and warrants are reflected in diluted earnings per common share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. The diluted effect of debt convertibles is reflected utilizing the if converted method. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company had sustained recurring operating losses since its inception and has an accumulated deficit of $ 69,118,853 The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management is in continuous discussions with prospective investors and believes the raising of capital will allow the Company to fund its cash flow shortfalls and pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations. |
Recent Accounting Standards | Recent Accounting Standards The FASB issued ASU 2023-07 on November 27, 2023. The amendments “improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.” In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows.” The Management is evaluating the impact of ASU 2023-07 on the consolidated financial statements and does not expect there to be any changes or impact to the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Schedule of estimated useful lives Classification Useful Life Equipment, furniture, and fixtures 5 - 7 years Medical equipment 10 years Leasehold improvements 10 years or lease term, if shorter |
RESTATEMENT OF FINANCIAL STAT_2
RESTATEMENT OF FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of restated financial information | Schedule of restated financial information Impact of correction of error March 31, 2023 (Unaudited) As previously reported Adjustments As restated Total assets $ 14,284,585 $ (8,673 ) $ 14,275,912 Total liabilities 10,745,097 (8,673 ) 10,736,424 Mezzanine equity 5,171,861 283,118 5,454,979 Total stockholders' equity $ (1,632,373 ) $ (283,118 ) $ (1,915,491 ) ii. Statement of operations Impact of correction of error Three months ended March 31, 2023 (Unaudited) As previously reported Adjustments As restated Revenue $ 2,860,798 $ (154,399 ) $ 2,706,399 Cost of sales 983,124 (26,829 ) 956,295 Gross profit 1,877,674 (127,570 ) 1,750,104 Operating expense 1,164,113 (171,557 ) 992,556 Income from operations $ 713,561 $ 43,987 $ 757,548 Other income (expense), net (729,552 ) 1,503 (728,049 ) Net loss before discontinued operations (15,991 ) 45,490 29,499 Loss from discontinued operations – (45,490 ) (45,490 ) Net loss for the period $ (15,991 ) $ – $ (15,991 ) Preferred stock dividends $ (336,811 ) $ (8,136 ) $ (344,947 ) Net loss attributable to common shareholders $ (352,802 ) $ (8,136 ) $ (360,938 ) Basic and diluted earnings (loss) per share for continuing operations $ (30 ) $ (1 ) $ (31 ) |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Schedule of accounts payable and accrued expenses March 31, 2024 December 31, 2023 Accounts payable $ 632,045 $ 720,774 Accrued credit cards 9,884 26,645 Accrued liability for collections of previously factored receivables 1,385,084 1,247,772 Accrued property taxes 5,346 5,346 Accrued professional fees 29,122 29,122 Accrued payroll 42,628 17,472 Total $ 2,104,109 $ 2,047,131 |
PLANT AND EQUIPMENT, NET (Table
PLANT AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment March 31, 2024 December 31, 2023 Medical equipment $ 96,532 $ 96,532 Computer Equipment 9,189 9,189 Furniture, fixtures and equipment 15,079 15,079 Leasehold Improvement 15,950 15,950 Total 136,750 136,750 Less: accumulated depreciation (105,454 ) (102,089 ) Property and equipment, net $ 31,296 $ 34,661 |
NOTES AND LOANS PAYABLE (Tables
NOTES AND LOANS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable March 31, 2024 December 31, 2023 Notes and loans payable $ 3,743,856 $ 2,280,743 Less current portion (3,599,345 ) (2,136,077 ) Long-term portion $ 144,511 $ 144,666 |
Schedule of maturities of long-term debt | Schedule of maturities of long-term debt Amount 2024 (remainder of year) $ 3,599,345 2025 4,983 2026 4,983 2027 4,983 2028 4,983 Thereafter 124,579 Total $ 3,743,856 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | Schedule of convertible notes March 31, 2024 December 31, 2023 Convertible notes payable $ 3,831,850 $ 3,831,850 Discounts on convertible notes payable (11,305 ) (24,820 ) Total convertible debt less debt discount 3,820,545 3,807,030 Current portion 3,820,545 3,807,030 Long-term portion $ – $ – |
Schedule of convertible notes payable | Schedule of convertible notes payable Note # Issuance Maturity Principal Balance 12/31/23 New Loan Principal Conversions Cash Paydown Shares Issued Upon Conversion Principal Balance 03/31/24 Accrued Interest on Convertible Debt at 12/31/23 Interest Expense On Convertible Debt For the Period Ended 03/31/24 Accrued Interest on Convertible Debt at 03/31/24 Unamortized Debt Discount At 03/31/24 9 09/12/2016 09/12/2017 $ 50,080 – – – 1,222 $ 50,080 $ 5,581 $ 2,496 7,399 – 10 01/24/2017 01/24/2018 55,000 – – – – 55,000 80,875 2,742 83,618 – 10-1 02/10/2023 02/10/2024 50,000 – – – – 50,000 6,658 1,870 8,527 – 10-2 03/30/2023 03/30/2024 25,000 – – – – 25,000 2,836 935 3,771 – 10-3 08/11/2023 08/11/2024 25,000 – – – – 25,000 1,469 935 2,404 – 29-2 11/08/2019 11/08/2020 36,604 – – – – 36,604 10,109 2,190 12,299 – 31 08/28/2019 08/28/2020 – – – – – – 8,385 – – – 37-1 09/03/2020 06/30/2021 113,667 – – – – 113,667 64,929 5,101 70,030 – 37-2 11/02/2020 08/31/2021 113,167 – – – – 113,167 63,594 5,079 68,673 – 37-3 12/29/2020 09/30/2021 113,166 – – – – 113,166 62,558 5,079 67,637 – 40-1 09/22/2022 09/22/2024 2,600,000 – – – – 2,600,000 252,665 64,821 267,488 – 40-2 11/04/2022 09/22/2024 68,667 – – – – 68,667 7,939 1,712 9,651 – 40-3 11/28/2022 09/22/2024 68,667 – – – – 68,667 7,506 1,712 9,217 – 40-4 12/21/2022 09/22/2024 68,667 – – – – 68,667 7,054 1,712 8,766 – 40-5 01/24/2023 03/21/2024 90,166 – – – – 90,166 8,284 2,248 10,531 – 40-6 03/21/2023 09/22/2024 139,166 – – – – 139,166 10,671 3,470 14,141 – 40-7 06/05/2023 06/05/2024 139,166 – – – – 139,166 7,826 3,470 11,295 6,530 40-8 06/13/2023 06/13/2024 21,167 – – – – 21,167 1,127 528 1,654 1,032 40-9 07/19/2023 07/19/2024 35,500 – – – – 35,500 1,605 885 2,490 2,650 40-10 07/24/2023 07/24/2024 14,000 – – – – 14,000 614 349 963 1,093 41 08/25/2023 08/25/2024 5,000 – – – – 5,000 175 125 300 $ 3,831,850 $ – $ – $ – 1,222 $ 3,831,850 $ 612,460 $ 107,459 $ 660,854 $ 11,305 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
Schedule of warrant activity | Schedule of warrant activity Number of Weighted Balance at January 1, 2024 3,140 $ 0.015 Granted – – Exercised – – Expired – – Balance at March 31, 2024 3,140 0.015 Warrants Exercisable at March 31, 2024 3,140 $ 0.015 Number of Weighted Balance at January 1, 2023 3,141 $ 0.015 Granted – – Exercised – – Expired (1 ) – Balance at March 31, 2023 3,140 0.015 Warrants Exercisable at March 31, 2023 3,140 $ 0.015 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Schedule of discontinued operations Net liabilities of discontinued operations March 31, 2024 December 31, 2023 Cash $ 342 $ 342 Accounts receivable 300 300 Accounts payable and accrued expenses 238,285 238,285 Net liabilities of discontinued operations $ (237,643 ) $ (237,643 ) Three Months Ended March 31, Gain (Loss) from discontinued operations 2024 2023 Revenue $ – $ 154,399 Cost of sales – (26,829 ) Selling, general and administrative expenses – (171,557 ) Interest expense – (1,503 ) Settlement loss (111,312 ) – Loss from discontinued operations $ (111,312 ) $ (45,490 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating leases | Schedule of operating leases Amount 2024 (remainder of year) $ 195,934 2025 153,096 2026 60,862 Total $ 409,892 |
Schedule of supplemental information about leases | Schedule of supplemental information about leases Weighted-average remaining lease term 2.2 Weighted-average discount rate 4.49 |
Schedule of annual objectives of financial performance | Schedule of annual objectives of financial performance Year Minimum Annual Nova EBITDA Cash Annual Bonus Series J Preferred Stock 2021 $ 2 $120,000 120,000 2022 $ 2.4 $150,000 135,000 2023 $ 3.7 $210,000 150,000 2024 $ 5.5 $300,000 180,000 2025 $ 8 $420,000 210,000 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of revenues and net income from operations | Schedule of revenues and net income from operations Asset: March 31, 2024 December 31, 2023 Healthcare $ 20,227,446 $ 18,955,991 Real Estate 586,582 587,456 Others 1,791,282 1,202,364 Consolidated assets $ 22,605,310 $ 20,745,811 Three Months Ended March 31, 2024 2023 Revenues: Healthcare $ 2,661,966 $ 2,706,399 Real Estate – – Consolidated revenues $ 2,661,966 $ 2,706,399 Cost of sales: Healthcare $ 948,154 $ 956,295 Real Estate – – Consolidated cost of sales $ 948,154 $ 956,295 Income from operations from subsidiaries Healthcare $ 1,151,284 $ 1,278,239 Real Estate (874 ) (97 ) Income from operations from subsidiaries $ 1,150,410 $ 1,278,142 Loss from operations from Cardiff Lexington $ (931,418 ) $ (520,594 ) Total income from operations $ 218,992 $ 757,548 Income before taxes Healthcare $ 1,151,284 $ 817,098 Real Estate (874 ) (97 ) Corporate, administration and other non-operating expenses (1,322,202 ) (787,502 ) Consolidated income (loss) before taxes $ (171,792 ) $ 29,499 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Estimated useful lives) | 3 Months Ended |
Mar. 31, 2024 | |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful live | 5 - 7 years |
Medical Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful live | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful live | 10 years or lease term, if shorter |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 09, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||||
Reverse stock split | 1-for-75,000 reverse split | |||
Allowance for credit losses | $ 122,190 | $ 270,000 | ||
Accounts receivable | 14,649,930 | 13,305,254 | ||
Goodwill impairment amount | 0 | $ 0 | ||
Advertising and marketing expense | 82,051 | $ 83,223 | ||
Uncertain tax positions | 0 | 0 | ||
Accumulated deficit | $ 69,118,853 | $ 68,684,115 |
Schedule of restated financial
Schedule of restated financial information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | $ 22,605,310 | $ 20,745,811 | ||
Total Liabilities | 15,353,675 | 14,124,289 | ||
Total shareholders' equity | 1,209,897 | $ (1,915,491) | $ 731,418 | $ (1,744,791) |
Revenue | 2,661,966 | 2,706,399 | ||
Cost of sales | 948,154 | 956,295 | ||
Gross margin | 1,713,812 | 1,750,104 | ||
Operating expense | 1,494,820 | 992,556 | ||
Income from operations | 218,992 | 757,548 | ||
Other income (expense), net | (390,784) | (728,049) | ||
Net loss before discontinued operations | (171,792) | 29,499 | ||
Net loss for the period | (283,104) | (15,991) | ||
Net loss attributable to common shareholders | $ (434,738) | (360,938) | ||
Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | 14,284,585 | |||
Total Liabilities | 10,745,097 | |||
Mezzanine equity | 5,171,861 | |||
Total shareholders' equity | (1,632,373) | |||
Revenue | 2,860,798 | |||
Cost of sales | 983,124 | |||
Gross margin | 1,877,674 | |||
Operating expense | 1,164,113 | |||
Income from operations | 713,561 | |||
Other income (expense), net | (729,552) | |||
Net loss before discontinued operations | (15,991) | |||
Loss from discontinued operations | 0 | |||
Net loss for the period | (15,991) | |||
Preferred stock dividends | (336,811) | |||
Net loss attributable to common shareholders | $ (352,802) | |||
Basic earnings (loss) per share for continuing operations | $ (30) | |||
Diluted earnings (loss) per share for continuing operations | $ (30) | |||
Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | $ (8,673) | |||
Total Liabilities | (8,673) | |||
Mezzanine equity | 283,118 | |||
Total shareholders' equity | (283,118) | |||
Revenue | (154,399) | |||
Cost of sales | (26,829) | |||
Gross margin | (127,570) | |||
Operating expense | (171,557) | |||
Income from operations | 43,987 | |||
Other income (expense), net | 1,503 | |||
Net loss before discontinued operations | 45,490 | |||
Loss from discontinued operations | (45,490) | |||
Net loss for the period | 0 | |||
Preferred stock dividends | (8,136) | |||
Net loss attributable to common shareholders | $ (8,136) | |||
Basic earnings (loss) per share for continuing operations | $ (1) | |||
Diluted earnings (loss) per share for continuing operations | $ (1) | |||
Restated [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | $ 14,275,912 | |||
Total Liabilities | 10,736,424 | |||
Mezzanine equity | 5,454,979 | |||
Total shareholders' equity | (1,915,491) | |||
Revenue | 2,706,399 | |||
Cost of sales | 956,295 | |||
Gross margin | 1,750,104 | |||
Operating expense | 992,556 | |||
Income from operations | 757,548 | |||
Other income (expense), net | (728,049) | |||
Net loss before discontinued operations | 29,499 | |||
Loss from discontinued operations | (45,490) | |||
Net loss for the period | (15,991) | |||
Preferred stock dividends | (344,947) | |||
Net loss attributable to common shareholders | $ (360,938) | |||
Basic earnings (loss) per share for continuing operations | $ (31) | |||
Diluted earnings (loss) per share for continuing operations | $ (31) |
RESTATEMENT OF FINANCIAL STAT_3
RESTATEMENT OF FINANCIAL STATEMENTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 09, 2024 | Dec. 31, 2023 | Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Reverse stock split | 1-for-75,000 reverse split | ||
Decrease in common stock value | $ 1,804,774 | ||
Increase in APIC | $ 1,804,774 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 632,045 | $ 720,774 |
Accrued credit cards | 9,884 | 26,645 |
Accrued liability for collections of previously factored receivables | 1,385,084 | 1,247,772 |
Accrued property taxes | 5,346 | 5,346 |
Accrued professional fees | 29,122 | 29,122 |
Accrued payroll | 42,628 | 17,472 |
Total | $ 2,104,109 | $ 2,047,131 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued taxes, penalties and interest | $ 5,346 | $ 5,346 |
PLANT AND EQUIPMENT, NET (Detai
PLANT AND EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Medical equipment | $ 96,532 | $ 96,532 |
Computer Equipment | 9,189 | 9,189 |
Furniture, fixtures and equipment | 15,079 | 15,079 |
Leasehold Improvement | 15,950 | 15,950 |
Total | 136,750 | 136,750 |
Less: accumulated depreciation | (105,454) | (102,089) |
Property and equipment, net | $ 31,296 | $ 34,661 |
PLANT AND EQUIPMENT, NET (Det_2
PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,365 | $ 4,635 |
LAND (Details Narrative)
LAND (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Real Estate [Abstract] | ||
Land value | $ 540,000 | $ 540,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Previous Owners Of Edge View [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related party | $ 4,979 | $ 4,979 |
Chairman [Member] | ||
Related Party Transaction [Line Items] | ||
Short term debt | 45,844 | $ 120,997 |
Payment made to chairman | $ 75,153 |
NOTES AND LOANS PAYABLE (Detail
NOTES AND LOANS PAYABLE (Details - Notes payable) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Notes and loans payable | $ 3,743,856 | $ 2,280,743 |
Less current portion | (3,599,345) | (2,136,077) |
Long-term portion | $ 144,511 | $ 144,666 |
NOTES AND LOANS PAYABLE (Deta_2
NOTES AND LOANS PAYABLE (Details - Long term debt maturity) | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 (remainder of year) | $ 3,599,345 |
2025 | 4,983 |
2026 | 4,983 |
2027 | 4,983 |
2028 | 4,983 |
Thereafter | 124,579 |
Total | $ 3,743,856 |
NOTES AND LOANS PAYABLE (Deta_3
NOTES AND LOANS PAYABLE (Details Narrative) - USD ($) | Sep. 29, 2023 | Jun. 02, 2020 | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||||
Notes payable outstanding | $ 3,743,856 | $ 2,280,743 | ||
Line of credit maximum borrowing capacity | $ 4,500,000 | |||
Line of credit outstanding balance | 3,583,373 | 2,120,100 | ||
Line of credit maturity date | Sep. 29, 2025 | |||
Loans And Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable outstanding | 10,989 | 10,989 | ||
Accrued interest | 7,876 | 7,547 | ||
SBA Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Accrued interest | 0 | 956 | ||
Proceeds from loans | $ 150,000 | |||
Interest rate | 3.75% | |||
Principal balance | $ 149,494 | $ 149,655 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details - Convertible notes) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Discounts on convertible notes payable | $ (11,305) | $ (24,820) |
Total convertible debt less debt discount | 3,820,545 | 3,807,030 |
Current portion | 3,820,545 | 3,807,030 |
Long-term portion | 0 | 0 |
Convertible Notes Payables [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable | $ 3,831,850 | $ 3,831,850 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details- Convertible debt instruments) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Principal Balance | $ 3,831,850 | $ 3,831,850 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 1,222 | |
Accrued Interest on Convertible Debt | $ 660,854 | 612,460 |
Interest Expense On Convertible Debt | 107,459 | |
Unamortized Debt Discount | $ 11,305 | 24,820 |
Convertible Note 9 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Sep. 12, 2016 | |
Debt Maturity date | Sep. 12, 2017 | |
Principal Balance | $ 50,080 | 50,080 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 1,222 | |
Accrued Interest on Convertible Debt | $ 7,399 | 5,581 |
Interest Expense On Convertible Debt | 2,496 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 10 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Jan. 24, 2017 | |
Debt Maturity date | Jan. 24, 2018 | |
Principal Balance | $ 55,000 | 55,000 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 83,618 | 80,875 |
Interest Expense On Convertible Debt | 2,742 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 10-1 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Feb. 10, 2023 | |
Debt Maturity date | Feb. 10, 2024 | |
Principal Balance | $ 50,000 | 50,000 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 8,527 | 6,658 |
Interest Expense On Convertible Debt | 1,870 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 10-2 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Mar. 30, 2023 | |
Debt Maturity date | Mar. 30, 2024 | |
Principal Balance | $ 25,000 | 25,000 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 3,771 | 2,836 |
Interest Expense On Convertible Debt | 935 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 10-3 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Aug. 11, 2023 | |
Debt Maturity date | Aug. 11, 2024 | |
Principal Balance | $ 25,000 | 25,000 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 2,404 | 1,469 |
Interest Expense On Convertible Debt | 935 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 29-2 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Nov. 08, 2019 | |
Debt Maturity date | Nov. 08, 2020 | |
Principal Balance | $ 36,604 | 36,604 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 12,299 | 10,109 |
Interest Expense On Convertible Debt | 2,190 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 31 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Aug. 28, 2019 | |
Debt Maturity date | Aug. 28, 2020 | |
Principal Balance | $ 0 | 0 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 0 | 8,385 |
Interest Expense On Convertible Debt | 0 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 37-1 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Sep. 03, 2020 | |
Debt Maturity date | Jun. 30, 2021 | |
Principal Balance | $ 113,667 | 113,667 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 70,030 | 64,929 |
Interest Expense On Convertible Debt | 5,101 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 37-2 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Nov. 02, 2020 | |
Debt Maturity date | Aug. 31, 2021 | |
Principal Balance | $ 113,167 | 113,167 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 68,673 | 63,594 |
Interest Expense On Convertible Debt | 5,079 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 37-3 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Dec. 29, 2020 | |
Debt Maturity date | Sep. 30, 2021 | |
Principal Balance | $ 113,166 | 113,166 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 67,637 | 62,558 |
Interest Expense On Convertible Debt | 5,079 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 40-1 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Sep. 22, 2022 | |
Debt Maturity date | Sep. 22, 2024 | |
Principal Balance | $ 2,600,000 | 2,600,000 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 267,488 | 252,665 |
Interest Expense On Convertible Debt | 64,821 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 40-2 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Nov. 04, 2022 | |
Debt Maturity date | Sep. 22, 2024 | |
Principal Balance | $ 68,667 | 68,667 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 9,651 | 7,939 |
Interest Expense On Convertible Debt | 1,712 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 40-3 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Nov. 28, 2022 | |
Debt Maturity date | Sep. 22, 2024 | |
Principal Balance | $ 68,667 | 68,667 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 9,217 | 7,506 |
Interest Expense On Convertible Debt | 1,712 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 40-4 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Dec. 21, 2022 | |
Debt Maturity date | Sep. 22, 2024 | |
Principal Balance | $ 68,667 | 68,667 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 8,766 | 7,054 |
Interest Expense On Convertible Debt | 1,712 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 40-5 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Jan. 24, 2023 | |
Debt Maturity date | Mar. 21, 2024 | |
Principal Balance | $ 90,166 | 90,166 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 10,531 | 8,284 |
Interest Expense On Convertible Debt | 2,248 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 40-6 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Mar. 21, 2023 | |
Debt Maturity date | Sep. 22, 2024 | |
Principal Balance | $ 139,166 | 139,166 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 14,141 | 10,671 |
Interest Expense On Convertible Debt | 3,470 | |
Unamortized Debt Discount | $ 0 | |
Convertible Note 40-7 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Jun. 05, 2023 | |
Debt Maturity date | Jun. 05, 2024 | |
Principal Balance | $ 139,166 | 139,166 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 11,295 | 7,826 |
Interest Expense On Convertible Debt | 3,470 | |
Unamortized Debt Discount | $ 6,530 | |
Convertible Note 40-8 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Jun. 13, 2023 | |
Debt Maturity date | Jun. 13, 2024 | |
Principal Balance | $ 21,167 | 21,167 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 1,654 | 1,127 |
Interest Expense On Convertible Debt | 528 | |
Unamortized Debt Discount | $ 1,032 | |
Convertible Note 40-9 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Jul. 19, 2023 | |
Debt Maturity date | Jul. 19, 2024 | |
Principal Balance | $ 35,500 | 35,500 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 2,490 | 1,605 |
Interest Expense On Convertible Debt | 885 | |
Unamortized Debt Discount | $ 2,650 | |
Convertible Note 40-10 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Jul. 24, 2023 | |
Debt Maturity date | Jul. 24, 2024 | |
Principal Balance | $ 14,000 | 14,000 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 963 | 614 |
Interest Expense On Convertible Debt | 349 | |
Unamortized Debt Discount | $ 1,093 | |
Convertible Note 41 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance date | Aug. 25, 2023 | |
Debt Maturity date | Aug. 25, 2024 | |
Principal Balance | $ 5,000 | 5,000 |
New Loans | 0 | |
Principal Conversions | 0 | |
Cash Paydown | $ 0 | |
Shares Issued Upon Conversion | 0 | |
Accrued Interest on Convertible Debt | $ 300 | $ 175 |
Interest Expense On Convertible Debt | $ 125 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||
Convertible debt outstanding | $ 3,820,545 | $ 3,807,030 | |
Proceeds from convertible debt | 0 | ||
Debt discount | 11,305 | $ 24,820 | |
Amortization of debt discount | 13,515 | $ 17,983 | |
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Repayments of convertible debt | 50,000 | ||
Proceeds from convertible debt | 240,000 | ||
Debt converted, interest converted | 680 | 5,873 | |
Debt converted, conversion cost converted | $ 1,000 | $ 2,000 | |
Debt converted, shares issued | 1,222 | 1,583 | |
Adjustment to additional paid in capital | $ 1,679 | ||
Debt converted, amount converted | $ 58,800 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 26, 2024 | Mar. 05, 2024 | Jan. 31, 2024 | Jan. 19, 2024 | Feb. 29, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||||||||
Selling, general and administrative expense | $ 11,617 | |||||||
Share based compensation expense | $ 195,000 | |||||||
Loss from discontinued operations | $ (111,312) | $ (45,490) | ||||||
Red Rock Settlement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued new, shares | 37,104 | |||||||
Fair value per share | $ 3 | |||||||
Loss from discontinued operations | $ (111,312) | |||||||
Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued new, shares | 7,500 | |||||||
Fair value per share | $ 1.55 | |||||||
Convertible Notes Payable [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued for conversion of debt, shares issued | 1,222 | |||||||
Convertible Notes Payable 1 [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued for conversion of debt, shares issued | 1,583 | |||||||
Three Board [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued new, shares | 30,000 | |||||||
Fair value per share | $ 6.50 | |||||||
Six Previous Owners [Member] | Red Rock Settlement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued new, shares | 37,104 | |||||||
Fair value per share | $ 3 | |||||||
Loss from discontinued operations | $ 111,312 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 2 | |||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | ||||||
Conversion of stock, shares | 778,799 | |||||||
Stock issued for conversion of debt, shares issued | 778,799 | |||||||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock, shares | 1,557,598 | |||||||
Stock issued for conversion of debt, shares issued | 1,557,598 | |||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 500 | 500 | ||||||
Conversion of stock, shares | 22 | |||||||
Series C preferred stock cancelled | 2 | |||||||
Stock issued for conversion of debt, shares issued | 22 | |||||||
Series C Preferred Stock [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock, shares | 220,000 | |||||||
Stock issued for conversion of debt, shares issued | 220,000 | |||||||
Series E Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Series F-1 Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 50,000 | 50,000 | ||||||
Series I Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | ||||||
Conversion of stock, shares | 2,928,500 | |||||||
Stock issued for conversion of debt, shares issued | 2,928,500 | |||||||
Series I Preferred Stock [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock, shares | 5,857,000 | |||||||
Stock issued for conversion of debt, shares issued | 5,857,000 | |||||||
Series I Preferred Stock [Member] | Board of Directors Chairman [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued for compensation, shares | 62,500 | |||||||
Stock issued for compensation, value | $ 250,000 | |||||||
Series I Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued for compensation, shares | 62,500 | |||||||
Stock issued for compensation, value | $ 250,000 | |||||||
Series I Preferred Stock [Member] | Chief Financial Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued new, shares | 5,000 | |||||||
Stock issued new, value | $ 20,000 | |||||||
Series I Preferred Stock [Member] | Chief Accounting Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued new, shares | 2,500 | |||||||
Stock issued new, value | $ 10,000 | |||||||
Series J Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||||
Conversion of stock, shares | 1,542,225 | |||||||
Stock issued for conversion of debt, shares issued | 1,542,225 | |||||||
Series J Preferred Stock [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock, shares | 3,084,450 | |||||||
Stock issued for conversion of debt, shares issued | 3,084,450 | |||||||
Series L Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 400,000 | 400,000 | ||||||
Series N Senior Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 3,000,000 | |||||||
Dividends payment | $ 871,462 | $ 766,437 | ||||||
Series R Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000 | |||||||
Dividends payment | $ 119,194 | 109,980 | ||||||
Series X Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||
Dividends payment | $ 228,082 | $ 190,685 |
WARRANTS (Details - Warrant out
WARRANTS (Details - Warrant outstanding) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants, Beginning balance | 3,140 | 3,141 |
Weighted average exercise price, Beginning balance | $ 0.015 | $ 0.015 |
Number of warrants, Granted | 0 | 0 |
Weighted average exercise price, Granted | $ 0 | $ 0 |
Number of warrants, Exercised | 0 | 0 |
Weighted average exercise price, Exercised | $ 0 | $ 0 |
Number of warrants, Expired | 0 | (1) |
Weighted average exercise price, Expired | $ 0 | $ 0 |
Number of warrants, Ending balance | 3,140 | 3,140 |
Weighted average exercise price, Ending balance | $ 0.015 | $ 0.015 |
Number of warrants, Exercisable | 3,140 | 3,140 |
Weighted average exercise price, exercisable | $ 0.015 | $ 0.015 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Gain (Loss) from discontinued operations | ||
Revenue | $ 2,661,966 | $ 2,706,399 |
Cost of sales | (948,154) | (956,295) |
Selling, general and administrative expenses | (1,191,230) | (987,921) |
Discontinued Operations [Member] | Red Rock [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 342 | 342 |
Accounts receivable | 300 | 300 |
Accounts payable and accrued expenses | 238,285 | 238,285 |
Net liabilities of discontinued operations | (237,643) | (237,643) |
Gain (Loss) from discontinued operations | ||
Revenue | 0 | 154,399 |
Cost of sales | 0 | (26,829) |
Selling, general and administrative expenses | 0 | (171,557) |
Interest expense | 0 | (1,503) |
Settlement loss | (111,312) | 0 |
Loss from discontinued operations | $ (111,312) | $ (45,490) |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 29, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | $ 111,312 | $ 45,490 | |
Red Rock Settlement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock Issued During Period, Shares, Other | 37,104 | ||
Share Price | $ 3 | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | $ 111,312 |
GOODWILL AND IDENTIFIABLE INT_2
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill And Identifiable Intangible Assets Net | ||
Goodwill impairment | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details - Lease maturities) | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 (remainder of year) | $ 195,934 |
2025 | 153,096 |
2026 | 60,862 |
Total | $ 409,892 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details - Supplemental information) | Mar. 31, 2024 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term | 2 years 2 months 12 days |
Weighted-average discount rate | 4.49% |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details - Financial performance goals) | Mar. 31, 2024 USD ($) shares |
Year End 2021 [Member] | |
Effect of Fourth Quarter Events [Line Items] | |
Minimum Annual Nova EBITDA | $ 2,000,000 |
Cash Annual Bonus | $ 120,000 |
Year End 2021 [Member] | Series J Preferred Stock [Member] | |
Effect of Fourth Quarter Events [Line Items] | |
Stock to be issued, shares | shares | 120,000 |
Year End 2022 [Member] | |
Effect of Fourth Quarter Events [Line Items] | |
Minimum Annual Nova EBITDA | $ 2,400,000 |
Cash Annual Bonus | $ 150,000 |
Year End 2022 [Member] | Series J Preferred Stock [Member] | |
Effect of Fourth Quarter Events [Line Items] | |
Stock to be issued, shares | shares | 135,000 |
Year End 2023 [Member] | |
Effect of Fourth Quarter Events [Line Items] | |
Minimum Annual Nova EBITDA | $ 3,700,000 |
Cash Annual Bonus | $ 210,000 |
Year End 2023 [Member] | Series J Preferred Stock [Member] | |
Effect of Fourth Quarter Events [Line Items] | |
Stock to be issued, shares | shares | 150,000 |
Year End 2024 [Member] | |
Effect of Fourth Quarter Events [Line Items] | |
Minimum Annual Nova EBITDA | $ 5,500,000 |
Cash Annual Bonus | $ 300,000 |
Year End 2024 [Member] | Series J Preferred Stock [Member] | |
Effect of Fourth Quarter Events [Line Items] | |
Stock to be issued, shares | shares | 180,000 |
Year End 2025 [Member] | |
Effect of Fourth Quarter Events [Line Items] | |
Minimum Annual Nova EBITDA | $ 8,000,000 |
Cash Annual Bonus | $ 420,000 |
Year End 2025 [Member] | Series J Preferred Stock [Member] | |
Effect of Fourth Quarter Events [Line Items] | |
Stock to be issued, shares | shares | 210,000 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |||||
May 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Jan. 02, 2024 | Dec. 31, 2023 | May 15, 2021 | |
Operating lease expense | $ 100,362 | $ 77,852 | ||||
First Doctor [Member] | ||||||
Annual base salaries | $ 372,000 | |||||
Second Doctor [Member] | ||||||
Annual base salaries | 450,000 | |||||
Third Doctor [Member] | ||||||
Annual base salaries | $ 372,000 | |||||
Chief Executive Officer [Member] | ||||||
Accrued compensation | 2,365,500 | $ 2,365,500 | ||||
Board of Directors Chairman [Member] | ||||||
Accrued compensation | 2,440,500 | 2,350,500 | ||||
Chief Financial Officer [Member] | ||||||
Accrued compensation | 17,057 | $ 17,057 | $ 156,000 | |||
Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||
Accrued compensation | 0 | $ 228,000 | ||||
Chief Accounting Officer [Member] | ||||||
Accrued compensation | $ 0 | $ 210,000 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Consolidated assets | $ 22,605,310 | $ 20,745,811 |
Consolidated revenues | 2,661,966 | 2,706,399 |
Consolidated cost of sales | 948,154 | 956,295 |
Income from operations from subsidiaries | 218,992 | 757,548 |
Income (Loss) before taxes | (171,792) | 29,499 |
Healthcare Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated assets | 20,227,446 | 18,955,991 |
Consolidated revenues | 2,661,966 | 2,706,399 |
Consolidated cost of sales | 948,154 | 956,295 |
Income from operations from subsidiaries | 1,151,284 | 1,278,239 |
Income (Loss) before taxes | 1,151,284 | 817,098 |
Real Estates [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated assets | 586,582 | 587,456 |
Consolidated revenues | 0 | 0 |
Consolidated cost of sales | 0 | 0 |
Income from operations from subsidiaries | (874) | (97) |
Income (Loss) before taxes | (874) | (97) |
Others [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated assets | 1,791,282 | 1,202,364 |
Subsidiary [Member] | ||
Segment Reporting Information [Line Items] | ||
Income from operations from subsidiaries | 1,150,410 | 1,278,142 |
Cardiff Lexington [Member] | ||
Segment Reporting Information [Line Items] | ||
Income from operations from subsidiaries | (931,418) | (520,594) |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Income (Loss) before taxes | $ (1,322,202) | $ (787,502) |