10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

Commission File Number 000-49709

CARDIFF LEXINGTON CORP.

(Exact name of registrant as specified in its charter)

Florida	84-1044583
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

401 Las Olas Blvd., Unit 1400, Ft. Lauderdale, FL 33301

(Address of principal executive offices)

(844) 628-2100

(Registrant's telephone no., including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒          No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)

Yes ☒          No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company  ☒
Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o          No ☒

As of May 14, 2021, 115,297,797 shares of Common Stock, par value $0.001 per share, were issued and outstanding.

EXPLANATORY NOTE

This Amendment No. 2 to the Quarterly Report on Form 10-Q is being filed solely to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q, as originally filed on February 17, 2022.

1

PART IV

ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No.	Description
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

2

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: February 18, 2022	CARDIFF LEXINGTON CORP.
	By:	/s/ Alex Cunningham
		Alex Cunningham Chief Executive Officer and Principal Accounting Officer
	By:	/s/ Daniel Thompson
		Daniel Thompson
		Chairman

3

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 14, 2021
Cover [Abstract]
Entity Registrant Name	Cardiff Lexington Corp
Entity Central Index Key	0000811222
Document Type	10-Q/A
Document Period End Date	Mar. 31, 2021
Amendment Flag	true
Amendment Description	Updated for new financial information
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status 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		115,297,797
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Interactive Data Current	Yes
File Number	000-49709
Entity Incorporation, State Country Code	FL

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 510,760	$ 279,311
Accounts receivable-net	25,483	16,377
Prepaid and other assets	6,510	0
Total current assets	542,753	295,688
Property and equipment, net of accumulated depreciation of $211,031 and $205,443, respectively	206,191	211,779
Land	603,000	603,000
Intangible assets, net	253,550	253,550
Goodwill	3,499,963	3,499,963
Deposits	13,600	13,600
Right of use - assets	42,081	52,567
Total assets	5,161,138	4,930,147
Current liabilities
Accounts payable and accrued expense	704,934	617,073
Accrued expenses - related parties	2,195,057	2,196,222
Accrued interest	423,402	722,815
Right of use - liability	50,211	54,185
Due to director & officer	126,849	126,849
Deferred revenue	458,434	353,830
Line of credit	50,211	51,927
Common stock to be issued	785,196	222,000
Notes payable	1,101,791	947,912
Notes payable - related party	37,006	37,885
Convertible notes payable, net of debt discounts of $292,864 and $108,321, respectively	1,682,170	2,476,647
Net, liabilities of discontinued operations	2,711,302	2,691,695
Derivative liability	3,076,328	2,903,663
Total current liabilities	13,402,891	13,402,703
Other Liabilities
Notes payable	476,169	399,778
Total liabilities	13,879,060	13,802,481
Deficiency in shareholders' equity
Common stock; 7,500,000,000 shares authorized with $0.001 par value; 109,994,821 and 5,268,797 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	109,335	5,267
Treasury stock; at cost, 294,101 shares of Series H Preferred stock at March 31, 2021 and December 31, 2020, respectively,	(2,365,864)	(2,365,864)
Additional paid-in capital	(730,689,182)	46,111,302
Accumulated deficit	(67,352,294)	(65,583,255)
Total deficiency in shareholders' equity	(8,717,799)	(8,872,334)
Total liabilities and deficiency in shareholders' equity	5,161,138	4,930,147
Preferred Stock Series B [Member]
Deficiency in shareholders' equity
Preferred Stock	7,056,977	7,056,977
Preferred Stock Series C [Member]
Deficiency in shareholders' equity
Preferred Stock	488	488
Series D Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	1,000,000	1,000,000
Series E Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	603,000	603,000
Series F Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	700,180	700,180
Series F-1 Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	143,008	143,008
Series G Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	1,300,976	1,300,976
Series H Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	476,404	476,404
Series I Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	778,815,000	195,010
Series K Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	8,201	8,201
Series K1 Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	0	0
Series L Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	1,277,972	1,277,972
Series R Preferred Stock [Member]
Deficiency in shareholders' equity
Preferred Stock	$ 198,000	$ 198,000

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Accumulated depreciation	$ 211,031	$ 205,443
Convertible notes payable, discount current	907,520	828,468
Convertible notes payable, discount noncurrent	$ 0	$ 687,849
Common stock, shares authorized	7,500,000,000	7,500,000,000
Common stock, par value	$ 0.001	$ .001
Common stock, shares issued	109,994,821	5,268,797
Common stock, shares outstanding	109,994,821	5,268,797
Treasury stock	0	0
Preferred Stock Series B [Member]
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, par value	$ 4.00	$ 4.00
Preferred stock, shares issued	1,764,244	1,764,244
Preferred stock, shares outstanding	1,764,244	1,764,244
Preferred Stock Series C [Member]
Preferred stock, shares authorized	500	500
Preferred stock, par value	$ 4.00	$ 4.00
Preferred stock, shares issued	123	122
Preferred stock, shares outstanding	123	122
Series D Preferred Stock [Member]
Preferred stock, shares authorized	800,000	800,000
Preferred stock, par value	$ 4.00	$ 4.00
Preferred stock, shares issued	250,000	250,000
Preferred stock, shares outstanding	250,000	250,000
Series E Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 4.00	$ 4.00
Preferred stock, shares issued	150,750	150,749
Preferred stock, shares outstanding	150,750	150,749
Series F Preferred Stock [Member]
Preferred stock, shares authorized	800,000	800,000
Preferred stock, par value	$ 4.00	$ 4.00
Preferred stock, shares issued	175,045	175,045
Preferred stock, shares outstanding	175,045	175,045
Series F-1 Preferred Stock [Member]
Preferred stock, shares authorized	800,000	800,000
Preferred stock, par value	$ 4.00	$ 4.00
Preferred stock, shares issued	35,752	35,752
Preferred stock, shares outstanding	35,752	35,752
Series G Preferred Stock [Member]
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value	$ 4.00	$ 4.00
Preferred stock, shares issued	325,244	325,244
Preferred stock, shares outstanding	325,244	325,244
Series H Preferred Stock [Member]
Preferred stock, shares authorized	4,859,379	4,859,379
Preferred stock, par value	$ 4.00	$ 4.00
Preferred stock, shares issued	119,101	119,101
Preferred stock, shares outstanding	119,101	119,101
Series I Preferred Stock [Member]
Preferred stock, shares authorized	500,000,000	500,000,000
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	194,885,000	195,010,000
Preferred stock, shares outstanding	194,885,000	195,010,000
Series K Preferred Stock [Member]
Preferred stock, shares authorized	10,937,500	10,937,500
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	8,200,562	8,200,562
Preferred stock, shares outstanding	8,200,562	8,200,562
Series K1 Preferred Stock [Member]
Preferred stock, shares authorized	35,000,000	35,000,000
Preferred stock, par value	$ .001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series L Preferred Stock [Member]
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, par value	$ 4.00	$ 4.00
Preferred stock, shares issued	319,492	319,492
Preferred stock, shares outstanding	319,492	319,492
Series R Preferred Stock [Member]
Preferred stock, shares authorized	5,000	5,000
Preferred stock, par value	$ 1,200.00	$ 1,200.00
Preferred stock, shares issued	165	165
Preferred stock, shares outstanding	165	165

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Total revenue	$ 931,926	$ 960,726
Total cost of sales	491,955	431,619
GROSS MARGIN	439,971	529,404
OPERATING EXPENSES
Depreciation expense	392	319
Selling, general and administrative	815,426	763,030
Total operating expenses	815,818	763,349
INCOME (LOSS) FROM OPERATIONS	(375,847)	(233,954)
OTHER INCOME (EXPENSE)
Other income	22,856	0
Change in value of derivative liability	(552,039)	(3,738,099)
Interest expense	(121,001)	(76,093)
Conversion cost penalty and reimbursement	(8,000)	(4,000)
Amortization of debt discounts	(715,401)	(246,185)
Total other income (expenses)	(1,373,585)	(4,064,377)
NET LOSS BEFORE DISCONTINUED OPERATIONS	(1,749,432)	(4,298,331)
LOSS FROM DISCONTINUED OPERATIONS	(19,607)	(348,399)
NET LOSS FOR THE PERIOD	(1,769,039)	(4,646,730)
Deemed dividend - modification of preferred stock	0	(1,605,266)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (1,769,039)	$ (6,251,996)
BASIC AND DILUTED LOSS PER SHARE
Continuing Operations	$ (0.03)	$ (57.454)
Discontinued Operations	$ (0.00)	$ (3.39)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED	56,243,481	102,762
Rental Business [Member]
Total revenue	$ 38,979	$ 38,212
Total cost of sales	40,167	36,821
Italian ice and franchise fees [Member]
Total revenue	892,947	922,514
Total cost of sales	$ 451,788	$ 394,798

XML

CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($)	Preferred Stock, Series A, I, K, K-1	Preferred Stock, Series B,D, E, F, F-1, G, H, L	Preferred Stock Series C and R	Treasury Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2019	9,647,720	197,989,528	284	0	67,742
Beginning balance, value at Dec. 31, 2019	$ 9,648	$ 791,958,113	$ 198,480	$ 0	$ 68	$ (736,334,503)	$ (62,558,509)	$ (6,726,704)
Issuance of preferred stock for services, shares		21,000	1
Issuance of preferred stock for services, value		$ 84,000	$ 4			(84,004)
Issuance of common stock in exchange for preferred stock, shares exchanged	(1,447,157)				3,500
Issuance of common stock in exchange for preferred stock, shares exchanged value	$ (1,448)	$ 0			$ 4	1,444
Issuance of preferred stock in exchange for common stock, shares exchanged		119,101			(320)
Issuance of preferred stock in exchange for common stock, value exchanged		$ 476,404			$ (1)	(476,403)
Distributions from an entity							(84,957)
Conversion of convertible notes payable, shares					65,324
Conversion of convertible notes payable, value					$ 65	129,457
Reclassify Derivative liabilities to Additional Paid in Capital						384,111
Net loss							(4,646,731)
Ending balance, shares at Mar. 31, 2020	8,200,563	198,129,629	285	0	136,246
Ending balance, value at Mar. 31, 2020	$ 8,200	$ 792,518,517	$ 198,484	$ 0	$ 136	(736,295,894)	(67,290,197)	(10,944,749)
Beginning balance, shares at Dec. 31, 2020	203,210,563	3,139,629	286	(294,101)	5,267,433
Beginning balance, value at Dec. 31, 2020	$ 203,211	$ 12,558,517	$ 198,488	$ (2,365,864)	$ 5,267	(733,733,688)	(65,583,255)	(8,872,334)
Issuance of common stock in exchange for preferred stock, shares exchanged		(306,260)			50,000,000
Issuance of common stock in exchange for preferred stock, shares exchanged value		$ (1,225,000)			$ 50,000	1,175,000
Conversion of convertible notes payable, shares					54,068,024
Conversion of convertible notes payable, value					$ 54,068	584,690		638,758
Reclassify Derivative liabilities to Additional Paid in Capital						1,024,373		1,024,373
Issuance of Preferred B share for debt conversion
Warrant issued with indebtedness					0	260,443		260,443
Net loss							(1,769,039)	(1,769,039)
Ending balance, shares at Mar. 31, 2021	8,200,563	197,483,379	286	(294,101)	109,335,457
Ending balance, value at Mar. 31, 2021	$ 8,201	$ 791,373,517	$ 198,488	$ (2,365,864)	$ 109,335	$ (730,689,182)	$ (67,352,294)	$ (8,717,799)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) for the period	$ (1,749,432)	$ (4,298,331)
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
Depreciation	5,588	15,602
Amortization of loan discount	454,958	246,185
Warrant amortization	260,443	0
Change in value of derivative liability	552,039	3,738,099
Conversion cost penalty	8,000	4,000
(Increase) decrease in:
Accounts receivable	(9,106)	(5,233)
Other assets	0	13,152
Right of use - assets	10,486	(14,239)
Prepaids and other	(6,510)	0
Due from related party	0	23,388
Increase(decrease) in:
Accounts payable & Accrued expense	93,481	6,724
Accrued officers compensation	(1,165)	120,000
Accrued interest	71,983	24,843
Right of use - liabilities	(3,974)	(13,152)
Deferred revenue	104,258	93,486
Net cash (used in) operating activities	(208,951)	(45,476)
Net cash (used in) provided by discontinued operations - operating activities	0	(29,072)
Net cash from operating activities	(208,951)	(74,548)
Net cash used in investing activities	0	0
FINANCING ACTIVITIES
Proceeds from convertible notes payable	103,500	150,000
Repayments of convertible notes payable	(6,876)	(10,632)
Proceeds from notes payable - related party	0	26,960
Proceeds from SBA loan	345,269	0
Repayments of note payable	0	(4,534)
Due to director and officer	0	(4,500)
Repayment of credit line	0	1,294
Proceeds from credit line	(1,493)	0
Distributions	0	(84,957)
Net cash provided by financing activities	440,400	73,631
NET INCREASE IN CASH AND CASH EQUIVALENTS	231,449	(917)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		100,777
CASH AND CASH EQUIVALENTS, END OF PERIOD	510,760	279,311
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for Interest	23,537	20,580
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued upon conversion of notes payable and accrued interest	638,758	129,522
Derivative liability settled upon conversion	1,012,012	384,111
Debt discount from derivative liabilities	$ 645,000	$ 231,000

XML

1. Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

Legacy Card Company, LLC (“Legacy”) was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff Lexington Corp. (“Cardiff Lexington”, the “Company”), a publicly held corporation. On April 13, 2021 Cardiff Lexington Corporation converted from a Florida Corporation to a Nevada Corporation.

In the first quarter of 2013, it was decided to restructure Cardiff Lexington into a holding company that adopted a new business model known as "Collaborative Governance," a form of governance enabling businesses to take advantage of the potential access to capital markets provided by affiliation with a publicly-traded company. Cardiff Lexington began targeting the acquisition of niche companies with high growth potential. The reason for this strategy was to protect the Company’s shareholders by acquiring businesses with little to no debt, seeking support with both financing and management that had the ability to offer a return to investors.

Description of Business

Cardiff Lexington consists of the following wholly owned subsidiaries:

We Three, LLC dba Affordable Housing Initiative (“AHI”), acquired May 15, 2014

Romeo’s Alpharetta, LLC dba Romeo’s NY Pizza (“Romeo’s Pizza”), acquired June 30, 2014; Sold July 1, 2020.

Edge View Properties, Inc., (“Edge View”) acquired July 16, 2014

Repicci’s Franchise Group, LLC (“Repicci’s Group”), acquired August 10, 2016; Sold June 1, 2020.

Platinum Tax Defenders, LLC (“Platinum Tax”), acquired July 31, 2018

JM Enterprises 1, Inc. dba Key Tax Group (“Key Tax”), acquired May 8, 2019

Red Rock Travel Group, LLC (“Red Rock”), acquired July 31, 2018, discontinued May 31, 2019

Basis of Presentation and Principles of Consolidation

The accompanying September 30, 2020 interim condensed consolidated financial statements (“financial statements”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, but we believe the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated financial statements included herein. These statements should be read in conjunction with the audited condensed consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the periods presented are not necessarily indicative of results to be expected for the full fiscal year or any other periods.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates.

 Change in Capital Structure

In the first quarter of 2019, the Company executed a reverse stock split of 1,500:1 of Common Stock effective December 31, 2018.

In the first quarter of 2020, the Company announced a reverse split of several of its Preferred Stock Classes effective December 31, 2019.

In May 2020, the Company affected a 10,000:1 reverse split of Common Stock effective March 31, 2020.

Subsequent to March 31, 2021, the Company completed a change in domicile from a Florida corporation to a Nevada Corporation.

COVID-19 Pandemic

The outbreak of a novel coronavirus throughout the world, including the United States, during early calendar year 2020 has caused widespread business and economic disruption through mandated and voluntary business closings and restrictions on the movement and activities of people (“COVID-19 Pandemic”). The extent of the impact of the COVID-19 Pandemic on the Company's business is highly uncertain and difficult to predict, as the response to the COVID-19 Pandemic is rapidly evolving in many countries, including the United States and other markets where the Company operates. It is expected that many of the Company's customers and suppliers could be impacted by these closings and restrictions which could materially and adversely affect demand for our products, our ability to obtain or deliver inventory or services, and our ability to collect accounts receivables as customers face higher liquidity and solvency risk. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 Pandemic, and it is possible that it could cause an economic downturn, recession, or depression. Such economic disruption could have a material adverse effect on our business. Policymakers around the world have responded with fiscal and monetary policy actions to support the economy. The magnitude and overall effectiveness of these actions remains uncertain.

Revenue Recognition

On January 1, 2018, we adopted ASC 606, Revenue from contracts with customers (“Topic 606”) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018.

The Company applies a five-step approach in determining the amount and timing of revenue to be recognized:

(1) identifying the contract with a customer,

(2) identifying the performance obligations in the contract,

(3) determining the transaction price,

(4) allocating the transaction price to the performance obligations in the contract and

(5) recognizing revenue when the performance obligation is satisfied.

Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer.

Our tax services subsidiaries receive payments in advance of service and are recorded as deferred revenue. Revenues are recognized as services are provided.

Rental Income

The Company’s rent revenue is derived from the mobile home leases. The expired leases are considered month-to-month leases. In accordance with section 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition, the cost of property held for leasing by major classes of property according to nature or function, and the amount of accumulated depreciation in total, is presented in the accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. There are no contingent rentals included in income in the accompanying statements of operations. With the exception of the month-to-month leases, revenue was recognized on a straight-line basis and amortized into income on a monthly basis, over the lease term.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.

Accounts Receivable

Accounts receivable is reported on the balance sheet at gross amounts due to the Company. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible which was $0 and $21,870 as of March 31, 2021 and December 31, 2020, respectfully. As of March 31, 2021 and December 31, 2020, the Company had accounts receivable of $25,483 and $16,377, respectively. Accounts receivables are primarily generated from our subsidiaries in their normal course of business.

Property, Equipment and Leasehold Improvements

Property, equipment, and leasehold improvements 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:

Classification	Useful Life
Equipment, furniture, and fixtures	5 - 7 years
Leasehold improvements	10 years or lease term, if shorter

Goodwill and Other Intangible Assets

Goodwill and indefinite-lived brands are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. During quarters ended March 31, 2021 and 2020, the company did not recognize any goodwill impairment. The Company based this decision on impairment testing of the underlying assets, expected cash flows, decreased asset value and other factors.

Valuation of long-lived assets

In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, 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 discounted net 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.

Valuation of Derivative Instruments

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-10, Derivatives and Hedging (“ASC 815-10”), requires that embedded derivative instruments be bifurcated and assessed, along with freestanding derivative instruments such as convertible promissory notes, on their issuance date to determine whether they would be considered a derivative liability and measured at their fair value for accounting purposes. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported as charges or credits to income.

For option based simple derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) discount against the face amount of the respective debt instrument (offset to additional paid in capital).

When the Company records a BCF which is not a conventional convertible, the fair value of the BCF is recorded as a derivative liability with an offset against the face amount of the respective debt instrument which is amortized to interest expense over the term of the debt.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level Input Definition

Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3 Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2021 and December 31, 2020. Refer to Note 2.

	Level 1		Level 2		Level 3		Total
Fair Value of BCF Derivative Liability – March 31, 2021	$	–	$	–	$	3,076,328	$	3,076,328

	Level 1		Level 2		Level 3		Total
Fair Value of BCF Derivative Liability – December 31, 2020	$	–	$	–	$	2,903,663	$	2,903,663

Stock-Based Compensation

The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest.

The expense resulting from share-based payments is recorded in general and administrative expense in the condensed consolidated statements of operations.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company early adopted ASU No 2018-07 for equity instruments issued to parties other than employees.

Income Taxes

Income taxes are determined in accordance with ASC Topic 740, “Income Taxes” (“ASC 740”). 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.

For the periods ended March 31, 2021 and December 31, 2020, the Company did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions.

Loss per Share

FASB ASC Subtopic 260, Earnings Per Share (“ASC 260”), provides for the calculation of "Basic" and "Diluted" earnings per share. Basic earnings per common share is computed by dividing income available to common shareholders 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 shareholders 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 shares. The dilutive effect of potentially dilutive securities is 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.

Going Concern

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2021, the Company has sustained recurring losses and accumulated a working capital deficit of approximately $12 million. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to fund its cash flow shortfalls and pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations.

Accounting Pronouncements

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current year presentation.

XML

2. Restatement of Previously Issued Financial Statements

3 Months Ended

Mar. 31, 2021

Restatement Of Previously Issued Financial Statements

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the initial issuance of the Company's 2020 financial statements on March 31, 2021, management reconsidered the methodology previously applied in its valuation of derivative liabilities contained in its matured convertible notes which are in default, to include all inputs to measure the time value component to the application of the Black-Scholes Model. In addition, management also discovered that it did not reflect the impact of amendments which resulted in modifications in certain rights and privileges for certain classes of its preferred stock, which should have been accounted for as a deemed dividend at the time of modification.

The restatement primarily relates to the accounting for the valuation of embedded derivative liabilities for certain convertible notes in default containing embedded derivatives (the "Notes"), the Company originally valued the derivative liability using a Black-Scholes Model, but without consideration to a time value component (the term, volatility, or discount rates), because these notes had matured and were immediately due. As a result, the embedded derivatives for expired notes were measured using a valuation methodology which was analogous to the use of intrinsic value. Company management has reconsidered the methodology previously applied, and determined that the use of all inputs to the Black-Scholes Model is more appropriate in the determination to measure the fair value of all derivative liabilities.

The following table summarizes the impacts of the error corrections on the Company's financial statements for each of the periods presented below:

	Impact of correction of error
December 31, 2020 (Audited)	As previously reported			Adjustments			As restated
Total assets	$	4,930,147		$	–		$	4,930,147
Derivative liability		2,405,358			498,305			2,903,663
Net, liabilities of discontinued operations		2,441,965			249,730			2,691,695
Other		8,207,123			–			8,207,123
Total liabilities		13,054,446			748,035			13,802,481
Accumulated deficit		(64,835,220	)		(748,035	)		(65,583,255	)
Others		56,710,921			–			56,710,921
Total deficiency in shareholders' equity	$	(8,124,299	)	$	(748,035	)	$	(8,872,334	)

	Impact of correction of error
March 31, 2021 (Unaudited)	As previously reported			Adjustments			As restated
Total assets	$	5,161,138		$	–		$	5,161,138
Derivative liability		2,402,858			673,470			3,076,328
Net, liabilities of discontinued operations		2,466,063			245,239			2,711,302
Other		8,091,307			–			8,091,307
Total liabilities		12,960,228			918,709			13,878,937
Accumulated deficit		(66,433,585	)		(918,709	)		(67,352,294	)
Others		58,634,495			–			58,634,495
Total deficiency in shareholders' equity	$	(7,799,090	)	$	(918,709	)	$	(8,717,799	)

	Impact of correction of error - quarter
Quarter ended March 31, 2020 (Unaudited)	As previously reported			Adjustments			As restated
Loss from operations	$	(233,954	)	$	–		$	(233,954	)
Change in value of derivative liability		(4,467,534	)		729,435			(3,738,099	)
Others		(326,279	)		–			(326,279	)
Other income (expense)		(4,793,813	)		729,435			(4,064,378	)
Net loss before discontinued operations		(5,027,767	)		729,435			(4,298,332	)
Loss from discontinued operations		(548,002	)		199,603			(348,399	)
Gain from discontinued operations		–			–			–
Loss from discontinued operations		(548,002	)		199,603			(348,399	)
Net loss		(5,575,769	)		929,038			(4,646,731	)
Deemed dividend on preferred stock		–			(1,605,266	)		(1,605,266	)
Net loss attributable to common stockholders	$	(5,575,769	)	$	(676,228	)	$	(6,251,997	)
Basic and Diluted Earnings (loss) per Share
Continued Operations	$	(49.17	)				$	(57.45	)
Discontinued Operations	$	(5.09	)				$	(3.39	)
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share
Continued Operations		102,762						102,762
Discontinued Operations		102,762						102,762

	Impact of correction of error - quarter
Quarter ended March 31, 2021 (Unaudited)	As previously reported			Adjustments			As restated
Loss from operations	$	(375,847	)	$	–		$	(375,847	)
Change in value of derivative liability		(376,874	)		(175,165	)		(552,039	)
Others		(821,546	)		–			(821,546	)
Other income (expense)		(1,198,420	)		(175,165	)		(1,373,585	)
Net loss before discontinued operations		(1,574,267	)		(175,165	)		(1,749,432	)
Loss from discontinued operations		(24,098	)		4,491			(19,607	)
Net loss	$	(1,598,365	)	$	(170,674	)	$	(1,769,039	)
Basic and Diluted Earnings (loss) per Share
Continued Operations	$	(0.03	)				$	(0.03	)
Discontinued Operations	$	–					$	(0.00	)
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share
Continued Operations		56,243,481						56,243,481
Discontinued Operations		56,243,481						56,243,481

XML

3. Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	March 31, 2021		December 31, 2020
Accounts payable	$	189,207	$	119,653
Accrued credit cards		29,093		28,548
Accrued income, payroll and other taxes		280,528		282,798
Accrued advertising		104,985		75,963
Accrued payroll		18,233		27,569
Accrued expenses other		82,542		82,542
Total	$	704,588	$	617,073

The Company is delinquent paying income taxes. As of March 31, 2021 and December 31, 2020, the balance due for these taxes is $280,528 and $282,798, respectively, as shown in the table above.

XML

4. Property and Equipment, Net

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

4. PROPERTY AND EQUIPMENT, NET

Property and equipment as of March 31, 2021 and December 31, 2020 is as following:

	March 31, 2021			December 31, 2020
Residential housing	$	341,205		$	341,205
Furniture, fixture and equipment		76,017			76,017
Total		417,222			417,222
Less: accumulated depreciation		(211,031	)		(205,443	)
Property and equipment, net	$	206,191		$	211,779

For the three months ended March 31, 2021 and 2020, depreciation expense was $392 and $319, respectively.

XML

5. Land

3 Months Ended

Mar. 31, 2021

Real Estate [Abstract]

LAND

5. LAND

As of March 31, 2021 and December 31, 2020, the Company had land of $603,000 located in Salmon, Idaho with area of approximately 30 acres, which was in connection with the acquisition of Edge View Properties, Inc. in July 2014. We issued 241,199 shares of Series E Preferred Stock as consideration for this acquisition. The land is currently vacant and is expected to be developed into a residential community.

XML

6. Line of Credit

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

LINE OF CREDIT

6. LINE OF CREDIT

At March 31, 2021 and December 31, 2020, the Company had a revolving line of credit with a financial institution for $92,500 which accrues interest at prime plus 3.45%, which was 6.7% at both March 31, 2021 and December 31, 2020., As of March 31, 2021 and December 31, 2020, the Company had balance of $50,434 and $51,927, respectively.

XML

7. Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

7. RELATED PARTY TRANSACTIONS

The Company has entered into several unsecured loan agreements with related parties.

The Company agreed to pay $360,000 per year and a $200,000 of target annual incentive granted in 2020 to the Chief Executive Officer based on his employment agreement since July 1, 2020. The Company previously paid the Chief Executive Officer $300,000 per year. The total outstanding accrued compensation as of March 31, 2021 and December 31, 2020 were $1,065,000 and $1,020,000, respectively.

The Company agreed to pay $360,000 per year and a $200,000 of target annual incentive to the Chairman of the Board based on his employment agreement since July 1, 2020. The Company previously paid the Chairman of the Board $300,000 per year. The total outstanding accrued compensation as of March 31, 2021 and December 31, 2020 were $1,050,000 and $1,035,000, respectively.

The Company agreed to pay $120,000 per year to the Chief Operating Officer based on his amended employment agreement executed on May 15, 2019. The total outstanding accrued compensation as of March 31, 2021 and December 31, 2020 were $30,000 and $120,000, respectively.

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, 2021 and December 31, 2020, the Company owed the Chairman $126,849.

XML

8. Notes and loans payable

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

NOTES AND LOANS PAYABLE

8. NOTES AND LOANS PAYABLE

Notes payable at March 31, 2021 and December 31, 2020 are summarized as follows:

	March 31, 2021		December 31, 2020
Notes and Loans Payable - Unrelated Parties	$	1,577,959	$	1,347,690
Notes and Loans Payable - Related Party		37,006		37,885
Total		1,614,965		1,385,575
Less current portion		1,138,796		947,912
Long-term portion	$	476,169	$	437,663

Long-term debt matures as follows:

	Amount
2022	$	1,138,796
2023		177,231
2024		29,118
2025		9,993
2026		9,993
Thereafter		249,833
Total	$	1,614,964

Notes and Loans Payable – Related Party

The Company assumed notes payable from the previous owners of which are currently managers of Key Tax related to the acquisition of Key Tax on May 8, 2019. The notes are due on demand and do not bear interest. The balance of these notes are $35,435 and $35,164 at March 31, 2021 and December 31, 2020. From time to time, the previous owner which is currently the manager of Platinum Tax Defenders loans funds to the Company to cover short term operating needs. Amounts owed as of March 31, 2021 and December 31, 2020 were $1,942 and $2,721, respectively.

Loans and Notes Payable – Unrelated Parties

On March 12, 2009, the Company entered into a preferred debenture agreement for $20,000. The note bore interest at 12% per year and matured on September 12, 2009. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on this debenture. No warrants had been exercised before the expiration. The balance of the note was $10,989 at March 31, 2021 and December 31, 2020. The accrued interest of the note was $3,916 and $3,591 at March 31, 2021 and December 31, 2020, respectively.

On September 7, 2011, the Company entered into a Promissory Note agreement for $50,000. The note bore interest at 8% per year and matured on September 7, 2016. Effective March 29, 2021, the principal balance of $50,000 and accrued interest of $37,282 were converted into shares of preferred stock. See footnote 10, Capital Stock. The balance of the note was -0- at March 31, 2021 and $50,000 December 31, 2020. The accrued interest of the note was -0- and $37,822 at March 31, 2021 and December 31, respectively.

On November 17, 2011, the Company entered into a Promissory Note agreement for $50,000. The note bore interest at 8% per year and matured on November 17, 2016. Effective March 29, 2021, the principal balance of $50,000 and accrued interest of $36,505 were converted into shares of preferred stock. See footnote 10, Capital Stock. The balance of the note was -0- at March 31, 2021 and $50,000 December 31, 2020. The accrued interest of the note was -0- and $36,505 March 31, 2021 and December 31, 2020, respectively.

On March 11, 2009, the Company entered into a Promissory Note agreement for $15,000. The note bore interest at 12% per year and matured on April 29, 2014. Effective March 29, 2021, the principal balance of $15,000 and accrued interest of $1,800 were converted into shares of preferred stock. See footnote 10, Capital Stock. The balance of the note was -0- at March 31, 2021 and $15,000 at December 31, 2020. The accrued interest of the note was -0- and $1,800 at March 31, 2021 and December 31, 2020, respectively.

On September 9, 2019, the Company obtained a promissory note for $410,000 at 10% interest and matured on September 9, 2020. On November 10, 2020, the Company entered into an extension on the note until December 31, 2020. The balance of the note, was $410,000 at March 31, 2021 and December 31, 2020, respectively. The accrued interest of the note was $63,803 and $53,693 at March 31, 2021 and December 31, 2020, respectively.

The Company obtained short-term loans from unsecured sources. These short-term loans are due on demand and accrue interest at 18%. These short-term loans were $102,991 and $104,772 at March 31, 2021 and December 31, 2020, respectively. The accrued interest of these short-term loans was $53,559 and $48,909 March 31, 2021 and December 31, 2020, respectively.

On March 31, 2021, the remaining balance of principal and accrued interest from two Promissory Notes entered on September 7, 2011 and November 17, 2011, in the amount of $115,000 and $75,587, respectively, were converted into 140,799 Preferred Stock Series “B”. As of March 31, 2021, the outstanding balances of promissory note and the related accrued interest were both $0.

Paycheck Protection Program (“PPP”) Loans

On April 14, 2020, the Company obtained a PPP loan of $127,400 at an interest rate of 1% with a maturity date of April 14, 2022. This loan has not been forgiven as part of the 2020 US Federal government Coronavirus Aid, Relief and Economic Security Act. The balance and accrued interest at March 31, 2021 was $127,400 and $2,797 respectively.

On May 8, 2020, the Company obtained a PPP loan of $257,500 at an interest rate of 1% with a maturity date of May 8, 2022. This loan has not been forgiven as part of the 2020 US Federal government Coronavirus Aid, Relief and Economic Security Act. The balance and accrued interest at March 31, 2021 was $257,500 and $2,339, respectively.

On February 19, 2021, the Company obtained a PPP loan of $229,500 at an interest rate of 1% with a maturity date of February 19, 2023. This loan has not been forgiven as part of the 2021 US Federal government Coronavirus Aid, Relief and Economic Security Act. The balance and accrued interest at March 31, 2021 was $229,500 and $0, respectively.

On February 23, 2021, the Company obtained a PPP loan of $117,550 at an interest rate of 1% with a maturity date of February 23, 2023. This loan has not been forgiven as part of the 2021 US Federal government Coronavirus Aid, Relief and Economic Security Act. The balance and accrued interest at March 31, 2021 was $117,550 and $0, respectively.

As of March 31, 2021,The PPP loans have not been forgiven by the Security Act. Each of the PPP loans may be eligible for forgiveness of some or all of the outstanding balance. The likelihood of forgiveness is undetermined.

Small Business Administration (“SBA”) Loans

On June 2, 2020, The Company obtained an SBA loan of $150,000 at an interest rate of 3.75% with a maturity date of June 2, 2050. The balance and accrued interest at March 31, 2021 was $149,900 and $4,716, respectively.

On April 12, and June 16, 2020, the Company obtained an SBA grants of $20,000 and mature in one year from advance, if not forgiven. The balances and accrued interest at March 31, 2021 was $20,000 and $876, respectively.

On October 7, 2020, the Company obtained an SBA loan of $150,000 at an interest rate of 3.5% with a maturity date of October 7, 2050. The balance and accrued interest at March 31, 2021 was $149,900 and $1,326, respectively.

XML

9. Convertible Notes Payable

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

9. CONVERTIBLE NOTES PAYABLE

Some of the Convertible Notes issued as described below included anti-dilution provisions that allowed for the adjustment of the conversion price. The Company considered the guidance provided by the FASB in “Determining Whether an Instrument Indexed to an Entity’s Own Stock,” the result of which indicates that the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that, as the conversion price of the Notes issued in connection therewith could fluctuate based future events, such prices were not fixed amounts. As a result, the Company determined that the conversion features of the Notes issued in connection therewith are not considered indexed to the Company’s stock and characterized the value of the conversion feature of such notes as derivative liabilities.

As of March 31, 2021 and December 31, 2020, the Company had proceeds of $103,500 and $865,500 from convertible notes, repaid $7,675 and $27,106 to convertible noteholders resulting in balances due to convertible note holders of $1,975,034 and $2,584,967, as of March 31, 2021 and December 31, 2020, respectively, net of debt discounts. The following amounts reflect debt discount of $29,300 and $108,320 as of March 31, 2021 and December 31, 2020, respectively. For the three months ending March 31, 2021 and 2020, respectively, the Company recorded amortization of debt discounts of $729,021 and $246,185 during the quarters ending March 31, 2021 and 2020, respectively.

During the three months ended March 31, 2021, the Company converted $555,558 of convertible debt, $83,200 in accrued interest and $8,000 penalties and fees into 54,068,024 shares of the company’s Common Stock. During the three months ended March 31, 2020, the Company converted $100,203 of convertible debt, $25,319 in accrued interest and $4,000 penalties and fees into 65,324 shares (post reverse split of 10,000:1) of the company’s Common Stock.

Convertible notes at March 31, 2021 and December 31, 2020 are summarized as follows:

	March 31, 2021			December 31, 2020
Convertible notes payable - unrelated party	$	1,975,034		$	2,584,967
Discounts on convertible notes payable		(292,864	)		(108,320	)
Total convertible debt less debt discount		1,682,170			2,476,647
Current portion		1,682,170			2,476,647
Long-term portion	$	–		$	–

The following is a schedule of convertible notes payable from December 31, 2020 to March 31, 2021.

Note #	Issuance		Maturity	Principal Balance 12/31/20		New Loan		Cash Paydown			Principal Conversions			Shares Issued Upon Conversion		Principal Balance 3/31/21		Accrued Interest on Convertible Debt at 12/31/20		Interest Expense On Convertible Debt For the Period Ended 3/31/21		Accrued Interest on Convertible Debt at 3/31/21		Unamortized Debt Discount At 3/31/21
1		8/21/2008	8/21/2009	$	150,000	$	–	$	–		$	(150,000	)		140,799	$	–	$	225,800	$	–	$	–	$	–
7		2/9/2016	On demand		8,485		–		–			–			–		8,485		4,430		418		4,849		–
7-1		10/28/2016	10/28/2017		25,000		–		–			–			–		25,000		23,119		1,233		24,353		–
9		9/12/2016	9/12/2017		80,000		–		–			–			5,130,000		80,000		64,701		3,945		32,737		–
10		1/24/2017	1/24/2018		55,000		–		–			(42,354	)		4,714,626		12,646		42,134		1,863		25,926		–
11-1		2/21/2017	2/21/2018		–		–		–			–			–		–		–		–		(480)		–
11-2		3/16/2017	3/16/2018		21,345		–		–			(4,000	)		–		17,345		4,433		855		5,288		–
13-2		7/24/2018	1/24/2019		43,961		–		–			–			–		43,961		1,525		1,951		3,476		–
22		7/10/2018	1/10/2021		838,433		–		(7,675	)		–			–		830,758		49,023		23,537		72,560		24,300
22-1		2/20/2019	1/10/2021		61,704		–		–			–			–		61,704		13,754		3,642		17,406		–
22-3		4/10/2019	1/10/2021		56,095		–		–			–			–		56,095		11,876		3,320		15,196		–
25		8/13/2018	2/13/2019		118,292		–		–			(93,310	)		11,722,111		24,982		6,811		3,486		1,921		–
26		8/10/2017	1/27/2018		20,000		–		–			–			–		20,000		7,533		740		8,273		–
29-1		11/8/2019	11/8/2020		101,374		–		–			(92,482	)		6,608,030		8,892		178		3,484		2,380		–
29-2		11/8/2019	11/8/2020		62,367		–		–			–			–		62,367		7,176		3,691		10,867		–
31		8/28/2019	8/28/2020		61,839		–		–			(61,830	)		5,247,042		9		10,825		1,447		(3,234)		–
32		5/22/2019	5/22/2020		25,000		–		–			–			–		25,000		7,301		1,233		8,534		–
33		2/11/2020	2/11/2021		153,672		–		–			(126,582	)		10,765,319		27,090		8,384		1,218		9,602		–
34		5/18/2020	5/18/2021		50,200		–		–			(50,200	)		4,121,766		–		2,414		233		538		–
35		8/24/2020	8/24/2021		85,000		–		–			(85,000	)		5,759,130		–		1,803		813		(8)		68,564
36-1		9/3/2020	1/3/2021		122,400		–		–			–			–		122,400		3,970		5,646		9,615		–
36-2		11/3/2020	1/3/2021		122,400		–		–			–			–		122,400		1,934		5,326		7,260		–
36-3		12/29/2020	1/3/2021		122,400		–		–			–			–		122,400		98		5,326		5,424		–
37-1		9/3/2020	6/30/2021		67,000		–		–			–			–		67,000		2,197		1,652		3,849		67,000
37-2		11/2/2020	6/30/2021		66,500		–		–			–			–		66,500		1,091		1,640		2,730		66,500
37-3		12/29/2020	6/30/2021		66,500		–		–			–			–		66,500		55		1,640		1,694		66,500
38		2/9/2021	2/9/2022		–		103,500		–			–			–		103,500		–		851		851		–
				$	2,584,967	$	103,500	$	(7,675	)	$	(705,758	)		54,208,823	$	1,975,034	$	502,565	$	79,190	$	271,607	$	292,864

XML

10. Fair Value Measurement

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

10. FAIR VALUE MEASUREMENT

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

The following are the hierarchical levels of inputs to measure fair value:

· Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

· Level 2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

· Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments.

The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using terms in the notes that are subject to volatility and market price of the underlying common stock of the Company.

As of March 31, 2021, and December 31, 2020, the Company did not have any derivative instruments that were designated as hedges.

The derivative liability as of March 31, 2021 and December 31, 2020, respectively, in the amounts of $3,076,328 and $2,903,663, have a level 3 classification.

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the three months ended March 31, 2021, the Company’s stock price decreased from its initial valuation and thus, the derivative liability also decreased. Although, this decrease is offset by an increase in derivative liabilities from new convertible notes that an embedded derivative liability. Generally, as the stock price decreases for each of the related convertible notes that have an embedded derivative liability, the value of the derivative liability decreases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s convertible notes with an embedded derivative liability.

The Company used the Black-Scholes Model to measure the fair value of the derivative liabilities as $3,076,328 and $2,903,663 on March 31, 2021 and December 31, 2020, respectively, and will subsequently remeasures the fair value at the end of each reporting period, and record the change of fair value in the condensed consolidated statement of operation during the corresponding period. Please refer to Note 2 for further explanation.

The following table provides a summary of changes in fair value of our Level 3 financial liabilities for the three months ended March 31, 2021:

Derivative Liability, December 31, 2020	$	2,903,663
Day 1 Loss		438,321
Discount on derivatives		645,000
Derivatives settled		(1,024,373	)
Mark to market adjustment		113,717
Derivative Liability, March 31, 2021	$	3,076,328

The above tables also include derivative liabilities related to warrants to purchase common stock of $22 at March 31, 2021. Net loss for the period included mark-to-market adjustments relating to the liabilities held during the three months ended March 31, 2021 in the amounts of $7,197.

The valuation of the derivative liabilities attached to the convertible debt was arrived at through the use of the Black-Scholes Option Pricing Model (“Black-Scholes Model”) using the following assumptions:

	For the Periods Ended
	March 31, 2021	December 31, 2020
Volatility	262.71%	204.5% - 1,005.9%
Risk-free interest rate	.09%	.09% - .18%
Expected term	.4 - .5	.33 – 2.5

XML

11. Capital Stock

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

CAPITAL STOCK

11. CAPITAL STOCK

Preferred Stock

Effective March 29, 2021, $265,000 in principle from convertible debt and conventional debt and $298,195 in accrued interest was converted into 140,799 shares of preferred stock series B with a $4.00 stated value per share. This has not yet been reflected in the statement of deficiency in shareholders’ equity.

During January 2020, we facilitated a reverse split of several classes our Preferred Stock which has been given retrospective treatment in these financial statements. In addition to the reverse stock split, management established new rights & privileges for certain classes of preferred stock. The reverse split ratio ranges from 1.6:1 to 307.7:1 resulting in a reclassification of $11,837,482 from preferred stock to additional paid in capital. The rights and privileges were changed with unanimous consent of all parties. All holders agreed to replace existing rights and privileges with new uniform conditions and a simplified uniform preferred $4.00 per share stated value.

Holders of Series B, D, D1, E, E1, F, F1, G, G1, H, H1, I, J, J1, L, L1, M, and P Preferred Stock shall have conversion rights that are affected by the closing common share market price on the date of conversion as reported on such national exchange where the Company’s common stock is traded:

i. If the closing market price of common stock is less than $4 per share one (1) share the Preferred Stock shall convert into an amount of common stock equal to: two (2) times the Stated Value, as defined herein, divided by the closing market price as reported on such national exchange where the Company’s common stock is traded on the date of conversion. For Example. If the closing price of the common stock as reported on such national exchange where the Company’s common stock is traded is $1.00 and the Stated Value is $4.00, one (1) preferred share would convert into eight (8) shares of common stock.

ii. If the closing market price of common stock is equal to or greater than $4 per share one (1) share the Preferred Stock shall convert into two (2) shares of common stock. For Example. If the closing price of the common stock as reported on such national exchange where the Company’s common stock is traded is $5.00 one (1) preferred share would convert into two (2) shares of common stock.

Holders of Series C Preferred Stock shall have Conversion Rights such that upon Conversion each one (1) share of Series C Preferred Stock shall convert into one hundred thousand (100,000) shares of the Common Stock. In the event that the Company should up list to a national exchange as defined by the U.S. Securities and Exchange Commission, each share of Series C Preferred Stock shall automatically be redeemed by the Company in exchange for a total of Fifty Thousand Dollars ($50,000.00) worth of the Common Stock, valued at the time of redemption.

Holders of the Series K and K1 Preferred Stock shall have Conversion Rights such that upon Conversion each one (1) share of Series K and K1 Preferred Stock shall convert into 1.25 shares of the Common Stock.

Holders of Series R Preferred Stock shall have conversion rights to common stock equal to $0.30; provided, however if the price of the Common Stock closes below $0.30 for the five (5) consecutive Trading Days immediately prior to the Conversion Date, then the Conversion Price shall be adjusted to $0.20, and if the price of the Common Stock closes below $0.20 for the five (5) consecutive Trading Days immediately prior to the Conversion Date, then the Conversion Price shall be adjusted to $0.10.

Common Stock

During the three months ended March 31, 2021, 54,068,024 shares of common stock were issued upon conversion of certain convertible notes payable (see Footnote 9).

XML

12. Warrants

3 Months Ended

Mar. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

WARRANTS

12. WARRANTS

The initial and ending valuation of the warrants as of March 31, 2021 are as follows:

	March 31, 2021
Initial Valuation	$	6,135
Ending Value	$	3,795

The table below set forth the assumptions for the Black-Scholes Model on each initial date and March 31, 2021:

	March 31, 2021
Volatility	1,847% - 1,861%
Risk-free interest rate	1.60% - 1.83%
Expected term	0.5 – 7.0

The following tables summarize all warrant outstanding as of March 31, 2021, and the related changes during this period. The warrants expire three years from grant date, which as of March 31, 2021 is 1.31 years. The intrinsic value of the warrants as of March 31, 2021 was $-0-.

	Number of Warrants		Weighted Average Exercise Price
Stock Warrants
Balance at December 31, 2020		6,614,287	$	0.21
Granted		–		–
Exercised		–		–
Expired		–		–
Balance at March 31, 2021		6,614,287		0.21
Warrants Exercisable at March 31, 2021		6,614,287	$	0.21

XML

13. Discontinued Operations

3 Months Ended

Mar. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

13. DISCONTINUED OPERATIONS

Management has decided to divest from the food services sector due primarily to a shift in strategy to focus time and resources on opportunities in the financial services sector to build upon its tax subsidiaries with related debt, credit, billing, and real estate opportunities. The Company’s restaurant franchise operations have been hard hit by the economic pressure of the COVID-19 pandemic and the subsequent directives and responses to this crisis taken by federal, state, and local governments. In light of current circumstances arising from the COVID-19 pandemic, Cardiff, as a public reporting company, must evaluate what the Company should and are obligated to do in order to protect shareholders from the negative effects of this pandemic.

As a result, management entered into agreements with the existing managers who were the original owners of Romeo’s NY Pizza (“Romeo’s”) and Repicci’s Franchise Group (“Repicci’s”) to buyback the subsidiaries previously purchased by Cardiff Lexington Corp.

The Company and the Repicci’s manager have entered into a Resignation, Release & Buyback Agreement and a Resignation, Release & Buyback Agreement Addendum (“Repicci’s Agreements”) which was effective June 1, 2020. Pursuant to the Repicci’s Agreement, the Repicci’s manager resigned employment from the Company effective June 1, 2020 and has purchased the Repicci’s subsidiary in exchange for returning 81,601 Preferred Shares Series H stock (“Preferred H”) which is held by the Company as treasury stock. The Repicci’s manager retained 37,500 shares of Preferred H shares subject to the terms of the Repicci’s Agreements. There was a gain on disposal in the amount of $216,013 in June 2020.

The Company and the Romeo’s manager have entered into a Resignation, Release & Buyback Agreement and a Resignation, Release & Buyback Agreement Addendum (“Romeo Agreements”) which is effective July 1, 2020. Pursuant to the Romeo Agreement, Romeo’s manager resigned employment from the Company effective July 1, 2020 and has purchased back the Romeo’s subsidiary in exchange for returning 212,500 Preferred Shares Series D stock (“Preferred D”). The Romeo’s manager will retain 37,500 shares of Preferred D shares subject to the terms of the Romeo Agreements. There was a loss on disposal in the amount of $21,140 in July 2020.

In April 2019, the Company discontinued operating Red Rock Travel due to continuing operating losses.

Net liabilities of discontinued operations at March 31, 2021 are $2,711,302.

XML

14. Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

14. COMMITMENTS AND CONTINGENCIES

Leases

The Company recorded operating lease expense of $17,253 and $16,790 for the three months ended March 31, 2021 and 2020, respectively.

The Company has property leases that are renewable on an annual basis, with no long-term property lease commitments.

Employees

We have an employment agreement effective August 1, 2020 to December 31, 2025 with the Chairman of the Board, Mr. Thompson. with automatic extension for additional successive one (1) year renewals terms unless terminated as defined in the agreement. We provide for compensation of $30,000 per month along with additional incentives.

We have an employment agreement effective August 1, 2020 to December 31, 2025 with the Chief Executive Officer, Mr. Cunningham with automatic extension for additional successive one (1) year renewals terms unless terminated as defined the agreement. We provide for compensation of $30,000 per month.

The Company agreed to pay $120,000 per year to the Chief Operating Officer based on his amended employment agreement executed on May 15, 2019. The total outstanding accrued compensation as of March 31, 2021 and December 31, 2020 were $30,000 and $120,000, respectively to be paid in common shares.

We have an employment agreement with a subsidiary manager, effective May 31, 2019 with a term of 5 years, whereby we provide for compensation of $17,333 per month along with a bonus incentive if financial performance measures are met.

In April 2021, the Company’s Chief Financial Officer was terminated. Whereby we provided for compensation of $8,500 per month along with a bonus contingent upon successful up listing on Nasdaq with preferred share and stock options.

We have an employment agreement with a subsidiary manager, effective July 1, 2018 with a term of 5 years, whereby we provide for compensation of $20,000 per month along with a bonus incentive if financial performance measures are met.

In April 2021, the Company’s Chief Financial Officer was replaced. Whereby we provide for compensation of $8,500 per month along with a bonus contingent upon successful up listing on Nasdaq with preferred share and stock options.

The Company is currently in negotiations for the purchase two companies planning to finalize in first two quarters of 2021. One purchase is for $11,000,000 for a time share removal service and the other is for $9,213,083 for medical doctor’s office who specializes in orthopedic care and surgery.

We acquired Redrock Travel on May 1, 2018. After numerous violations of the Management Agreement it was determined by our board of directors to terminate the acquisition agreement and to file for the cancelation of the Redrock Stock Class with the State of Florida. A declaration has been served notifying Red Rock and its investors the Board nor officer of the Company approved any transactions entered into with Red Rock. The Company is waiting for a response.

The Company is currently in negotiations for the purchase two companies planning to finalize in the second quarter of 2021. One is for the purchase of seven orthopedic and spine operating primary, specialty and ancillary care facilities for $6,079,334 and the other is a consulting firm specializing in the cancellation and removal of consumer timeshare debt for $11,000,000.

XML

15. Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

15. INCOME TAXES

At March 31, 2021 the Company had federal and state net operating loss carry forwards of approximately $18,000,000 that expire over various years through the year 2038.

Due to operating losses, there is no provision for current federal or state income taxes for the year ended December 31, 2020.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

XML

16. Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

16. SUBSEQUENT EVENTS

The Company entered an Allonge Agreement Addendum on May 3, 2021, with a note holder, amending that certain Secured Promissory Note, dated as of July 10, 2018. The Company’s failure to pay the amounts due under the Note by their original due dates shall not constitute an Event of Default under the Note. The Maturity Date shall be amended to be Wednesday, November 3, 2021. Beginning on May 10, 2021, and continuing on the same calendar of each month thereafter Borrower shall be required to make monthly payments of interest equal to at least $10,404. The total amount due under the Note, including but not limited to, Principal Amount, capitalized interest, and fees, shall be $1,050,246.

The Company entered an Allonge Agreement Addendum on May 3, 2021, with a note holder amending that certain Senior Secured Principal Amount Promissory Note, dated as of September 9, 2019 with an original maturity date of December 31, 2020. The Company’s failure to pay the amounts due under the Note by their original due dates shall not constitute an Event of Default under the Note. The Maturity Date shall be amended to be Wednesday, November 3, 2021. All outstanding amounts owed pursuant to the Note including but not limited to, Principal Amount, capitalized interest, and fees shall be $500,000.

Subsequent to March 31, 2021, the Company completed a change from a Florida corporation to a Nevada corporation. The Company filed an Article of Dissolution with the Florida Secretary of State with an effective date of April 15, 2021 and the Company filed an Articles of Domestication with the State of Nevada Office of the Secretary of State with an effective date of April 13, 2021.

XML

17. Segment Reporting

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

SEGMENT REPORTING

17. SEGMENT REPORTING

The Company has two reportable operating segment as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information:

(1) Affordable Housing (We Three) and

(2) Financial Resolution Services (Platinum Tax and Key Tax)

These segments are a result of differences in the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, bookkeeping and general accounting.

The Affordable Housing segment leases and sells mobile homes as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, large monthly mortgage payments and high property taxes and insurance which is a common trait of brick and mortar homes. Additionally, if bad credit is an issue preventing potential home owners from purchasing a traditional house, the Company will provide a "lease to own" option so people secure their family home.

Platinum Tax and Key Tax provides tax resolution services to individuals and companies that have federal and state tax liabilities. The company collects fees based on efforts to negotiate and assist in the settlement of outstanding tax debts.

	As of March 31, 2021		As of December 31, 2020
Assets:
Affordable Housing Rentals	$	257,449	$	258,813
Financial Services		4,750,362		4,369,195
Others		153,327		302,139
Consolidated assets	$	5,161,138	$	4,930,147

	For the Three Months Ended March 31, 2021			For the Three Months Ended March 31, 2020
Revenues:
Affordable Housing Rentals	$	38,979		$	38,212
Financial Services		892,947			922,514
Total revenues	$	931,926		$	960,726
Cost of Sales:
Affordable Housing Rentals	$	40,167		$	36,821
Financial Services		451,788			394,798
Total cost of sales	$	491,955		$	431,619
Income (Loss) from Operations From Subsidiaries:
Affordable Housing Rentals	$	(1,364	)	$	791
Financial Services		(81,835	)		16,937
Total Income (Loss) from operations from subsidiaries	$	(83,199	)	$	17,728
Loss From Operations from Cardiff Lexington	$	(292,648	)	$	(250,610	)
Total loss from operations	$	(375,847	)	$	(232,882	)

XML

1. Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Organization and Nature of Operations

Organization and Nature of Operations

Legacy Card Company, LLC (“Legacy”) was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff Lexington Corp. (“Cardiff Lexington”, the “Company”), a publicly held corporation. On April 13, 2021 Cardiff Lexington Corporation converted from a Florida Corporation to a Nevada Corporation.

In the first quarter of 2013, it was decided to restructure Cardiff Lexington into a holding company that adopted a new business model known as "Collaborative Governance," a form of governance enabling businesses to take advantage of the potential access to capital markets provided by affiliation with a publicly-traded company. Cardiff Lexington began targeting the acquisition of niche companies with high growth potential. The reason for this strategy was to protect the Company’s shareholders by acquiring businesses with little to no debt, seeking support with both financing and management that had the ability to offer a return to investors.

Description of Business

Description of Business

Cardiff Lexington consists of the following wholly owned subsidiaries:

We Three, LLC dba Affordable Housing Initiative (“AHI”), acquired May 15, 2014

Romeo’s Alpharetta, LLC dba Romeo’s NY Pizza (“Romeo’s Pizza”), acquired June 30, 2014; Sold July 1, 2020.

Edge View Properties, Inc., (“Edge View”) acquired July 16, 2014

Repicci’s Franchise Group, LLC (“Repicci’s Group”), acquired August 10, 2016; Sold June 1, 2020.

Platinum Tax Defenders, LLC (“Platinum Tax”), acquired July 31, 2018

JM Enterprises 1, Inc. dba Key Tax Group (“Key Tax”), acquired May 8, 2019

Red Rock Travel Group, LLC (“Red Rock”), acquired July 31, 2018, discontinued May 31, 2019

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying September 30, 2020 interim condensed consolidated financial statements (“financial statements”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, but we believe the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated financial statements included herein. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the periods presented are not necessarily indicative of results to be expected for the full fiscal year or any other periods.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates.

Change in Capital Structure

Change in Capital Structure

In the first quarter of 2019, the Company executed a reverse stock split of 1,500:1 of Common Stock effective December 31, 2018.

In the first quarter of 2020, the Company announced a reverse split of several of its Preferred Stock Classes effective December 31, 2019.

In May 2020, the Company affected a 10,000:1 reverse split of Common Stock effective March 31, 2020.

Subsequent to March 31, 2021, the Company completed a change in domicile from a Florida corporation to a Nevada Corporation.

COVID-19 Pandemic

COVID-19 Pandemic

The outbreak of a novel coronavirus throughout the world, including the United States, during early calendar year 2020 has caused widespread business and economic disruption through mandated and voluntary business closings and restrictions on the movement and activities of people (“COVID-19 Pandemic”). The extent of the impact of the COVID-19 Pandemic on the Company's business is highly uncertain and difficult to predict, as the response to the COVID-19 Pandemic is rapidly evolving in many countries, including the United States and other markets where the Company operates. It is expected that many of the Company's customers and suppliers could be impacted by these closings and restrictions which could materially and adversely affect demand for our products, our ability to obtain or deliver inventory or services, and our ability to collect accounts receivables as customers face higher liquidity and solvency risk. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 Pandemic, and it is possible that it could cause an economic downturn, recession, or depression. Such economic disruption could have a material adverse effect on our business. Policymakers around the world have responded with fiscal and monetary policy actions to support the economy. The magnitude and overall effectiveness of these actions remains uncertain.

Revenue Recognition

Revenue Recognition

On January 1, 2018, we adopted ASC 606, Revenue from contracts with customers (“Topic 606”) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018.

The Company applies a five-step approach in determining the amount and timing of revenue to be recognized:

(1) identifying the contract with a customer,

(2) identifying the performance obligations in the contract,

(3) determining the transaction price,

(4) allocating the transaction price to the performance obligations in the contract and

(5) recognizing revenue when the performance obligation is satisfied.

Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer.

Our tax services subsidiaries receive payments in advance of service and are recorded as deferred revenue. Revenues are recognized as services are provided.

Rental Income

Rental Income

The Company’s rent revenue is derived from the mobile home leases. The expired leases are considered month-to-month leases. In accordance with section 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition, the cost of property held for leasing by major classes of property according to nature or function, and the amount of accumulated depreciation in total, is presented in the accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. There are no contingent rentals included in income in the accompanying statements of operations. With the exception of the month-to-month leases, revenue was recognized on a straight-line basis and amortized into income on a monthly basis, over the lease term.

Cash and cash equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.

Accounts receivable

Accounts Receivable

Accounts receivable is reported on the balance sheet at gross amounts due to the Company. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible which was $0 and $21,870 as of March 31, 2021 and December 31, 2020, respectfully. As of March 31, 2021 and December 31, 2020, the Company had accounts receivable of $25,483 and $16,377, respectively. Accounts receivables are primarily generated from our subsidiaries in their normal course of business.

Property, Equipment and Leasehold Improvements

Property, Equipment and Leasehold Improvements

Property, equipment, and leasehold improvements 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:

Classification	Useful Life
Equipment, furniture, and fixtures	5 - 7 years
Leasehold improvements	10 years or lease term, if shorter

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill and indefinite-lived brands are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. During quarters ended March 31, 2021 and 2020, the company did not recognize any goodwill impairment. The Company based this decision on impairment testing of the underlying assets, expected cash flows, decreased asset value and other factors.

Valuation of long-lived assets

Valuation of long-lived assets

In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, 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 discounted net 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.

Valuation of Derivative Instruments

Valuation of Derivative Instruments

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-10, Derivatives and Hedging (“ASC 815-10”), requires that embedded derivative instruments be bifurcated and assessed, along with freestanding derivative instruments such as convertible promissory notes, on their issuance date to determine whether they would be considered a derivative liability and measured at their fair value for accounting purposes. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported as charges or credits to income.

For option based simple derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

Beneficial Conversion Feature

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) discount against the face amount of the respective debt instrument (offset to additional paid in capital).

When the Company records a BCF which is not a conventional convertible, the fair value of the BCF is recorded as a derivative liability with an offset against the face amount of the respective debt instrument which is amortized to interest expense over the term of the debt.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level Input Definition

Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

Level 2 Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3 Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2021 and December 31, 2020. Refer to Note 2.

	Level 1		Level 2		Level 3		Total
Fair Value of BCF Derivative Liability – March 31, 2021	$	–	$	–	$	3,076,328	$	3,076,328

	Level 1		Level 2		Level 3		Total
Fair Value of BCF Derivative Liability – December 31, 2020	$	–	$	–	$	2,903,663	$	2,903,663

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest.

The expense resulting from share-based payments is recorded in general and administrative expense in the condensed consolidated statements of operations.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company early adopted ASU No 2018-07 for equity instruments issued to parties other than employees.

Income Taxes

Income Taxes

Income taxes are determined in accordance with ASC Topic 740, “Income Taxes” (“ASC 740”). 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.

For the periods ended March 31, 2021 and December 31, 2020, the Company did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions.

Loss per Share

Loss per Share

FASB ASC Subtopic 260, Earnings Per Share (“ASC 260”), provides for the calculation of "Basic" and "Diluted" earnings per share. Basic earnings per common share is computed by dividing income available to common shareholders 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 shareholders 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 shares. The dilutive effect of potentially dilutive securities is 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.

Going Concern

Going Concern

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2021, the Company has sustained recurring losses and accumulated a working capital deficit of approximately $12 million. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to fund its cash flow shortfalls and pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations.

Accounting Pronouncements

Accounting Pronouncements

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows.

Reclassifications

Reclassifications

Certain prior period amounts have been reclassified to conform with the current year presentation.

XML

1. Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of estimated useful lives

Depreciation is calculated using the straight-line method for financial reporting purposes based on the following estimated useful lives:

Classification	Useful Life
Equipment, furniture, and fixtures	5 - 7 years
Leasehold improvements	10 years or lease term, if shorter

Schedule of fair value of derivative liability

The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2021 and December 31, 2020. Refer to Note 2.

	Level 1		Level 2		Level 3		Total
Fair Value of BCF Derivative Liability – March 31, 2021	$	–	$	–	$	3,076,328	$	3,076,328

	Level 1		Level 2		Level 3		Total
Fair Value of BCF Derivative Liability – December 31, 2020	$	–	$	–	$	2,903,663	$	2,903,663

XML

2. Restatement of Previously Issued Financial Statements (Tables)

3 Months Ended

Mar. 31, 2021

Restatement Of Previously Issued Financial Statements

Schedule of financial statements

The following table summarizes the impacts of the error corrections on the Company's financial statements for each of the periods presented below:

	Impact of correction of error
December 31, 2020 (Audited)	As previously reported			Adjustments			As restated
Total assets	$	4,930,147		$	–		$	4,930,147
Derivative liability		2,405,358			498,305			2,903,663
Net, liabilities of discontinued operations		2,441,965			249,730			2,691,695
Other		8,207,123			–			8,207,123
Total liabilities		13,054,446			748,035			13,802,481
Accumulated deficit		(64,835,220	)		(748,035	)		(65,583,255	)
Others		56,710,921			–			56,710,921
Total deficiency in shareholders' equity	$	(8,124,299	)	$	(748,035	)	$	(8,872,334	)

	Impact of correction of error
March 31, 2021 (Unaudited)	As previously reported			Adjustments			As restated
Total assets	$	5,161,138		$	–		$	5,161,138
Derivative liability		2,402,858			673,470			3,076,328
Net, liabilities of discontinued operations		2,466,063			245,239			2,711,302
Other		8,091,307			–			8,091,307
Total liabilities		12,960,228			918,709			13,878,937
Accumulated deficit		(66,433,585	)		(918,709	)		(67,352,294	)
Others		58,634,495			–			58,634,495
Total deficiency in shareholders' equity	$	(7,799,090	)	$	(918,709	)	$	(8,717,799	)

	Impact of correction of error - quarter
Quarter ended March 31, 2020 (Unaudited)	As previously reported			Adjustments			As restated
Loss from operations	$	(233,954	)	$	–		$	(233,954	)
Change in value of derivative liability		(4,467,534	)		729,435			(3,738,099	)
Others		(326,279	)		–			(326,279	)
Other income (expense)		(4,793,813	)		729,435			(4,064,378	)
Net loss before discontinued operations		(5,027,767	)		729,435			(4,298,332	)
Loss from discontinued operations		(548,002	)		199,603			(348,399	)
Gain from discontinued operations		–			–			–
Loss from discontinued operations		(548,002	)		199,603			(348,399	)
Net loss		(5,575,769	)		929,038			(4,646,731	)
Deemed dividend on preferred stock		–			(1,605,266	)		(1,605,266	)
Net loss attributable to common stockholders	$	(5,575,769	)	$	(676,228	)	$	(6,251,997	)
Basic and Diluted Earnings (loss) per Share
Continued Operations	$	(49.17	)				$	(57.45	)
Discontinued Operations	$	(5.09	)				$	(3.39	)
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share
Continued Operations		102,762						102,762
Discontinued Operations		102,762						102,762

	Impact of correction of error - quarter
Quarter ended March 31, 2021 (Unaudited)	As previously reported			Adjustments			As restated
Loss from operations	$	(375,847	)	$	–		$	(375,847	)
Change in value of derivative liability		(376,874	)		(175,165	)		(552,039	)
Others		(821,546	)		–			(821,546	)
Other income (expense)		(1,198,420	)		(175,165	)		(1,373,585	)
Net loss before discontinued operations		(1,574,267	)		(175,165	)		(1,749,432	)
Loss from discontinued operations		(24,098	)		4,491			(19,607	)
Net loss	$	(1,598,365	)	$	(170,674	)	$	(1,769,039	)
Basic and Diluted Earnings (loss) per Share
Continued Operations	$	(0.03	)				$	(0.03	)
Discontinued Operations	$	–					$	(0.00	)
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share
Continued Operations		56,243,481						56,243,481
Discontinued Operations		56,243,481						56,243,481

XML

3. Accounts payable and accrued expenses (Tables)

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Schedule of accrued expenses

	March 31, 2021		December 31, 2020
Accounts payable	$	189,207	$	119,653
Accrued credit cards		29,093		28,548
Accrued income, payroll and other taxes		280,528		282,798
Accrued advertising		104,985		75,963
Accrued payroll		18,233		27,569
Accrued expenses other		82,542		82,542
Total	$	704,588	$	617,073

XML

4. Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment as of March 31, 2021 and December 31, 2020 is as following:

	March 31, 2021			December 31, 2020
Residential housing	$	341,205		$	341,205
Furniture, fixture and equipment		76,017			76,017
Total		417,222			417,222
Less: accumulated depreciation		(211,031	)		(205,443	)
Property and equipment, net	$	206,191		$	211,779

XML

8. Notes and Loans Payable (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of notes payable

Notes payable at March 31, 2021 and December 31, 2020 are summarized as follows:

	March 31, 2021		December 31, 2020
Notes and Loans Payable - Unrelated Parties	$	1,577,959	$	1,347,690
Notes and Loans Payable - Related Party		37,006		37,885
Total		1,614,965		1,385,575
Less current portion		1,138,796		947,912
Long-term portion	$	476,169	$	437,663

Schedule of Maturities of Long-term Debt

Long-term debt matures as follows:

	Amount
2022	$	1,138,796
2023		177,231
2024		29,118
2025		9,993
2026		9,993
Thereafter		249,833
Total	$	1,614,964

XML

9. Convertible Notes Payable (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of convertible notes summary

Convertible notes at March 31, 2021 and December 31, 2020 are summarized as follows:

	March 31, 2021			December 31, 2020
Convertible notes payable - unrelated party	$	1,975,034		$	2,584,967
Discounts on convertible notes payable		(292,864	)		(108,320	)
Total convertible debt less debt discount		1,682,170			2,476,647
Current portion		1,682,170			2,476,647
Long-term portion	$	–		$	–

Schedule of convertible notes details

The following is a schedule of convertible notes payable from December 31, 2020 to March 31, 2021.

Note #	Issuance		Maturity	Principal Balance 12/31/20		New Loan		Cash Paydown			Principal Conversions			Shares Issued Upon Conversion		Principal Balance 3/31/21		Accrued Interest on Convertible Debt at 12/31/20		Interest Expense On Convertible Debt For the Period Ended 3/31/21		Accrued Interest on Convertible Debt at 3/31/21		Unamortized Debt Discount At 3/31/21
1		8/21/2008	8/21/2009	$	150,000	$	–	$	–		$	(150,000	)		140,799	$	–	$	225,800	$	–	$	–	$	–
7		2/9/2016	On demand		8,485		–		–			–			–		8,485		4,430		418		4,849		–
7-1		10/28/2016	10/28/2017		25,000		–		–			–			–		25,000		23,119		1,233		24,353		–
9		9/12/2016	9/12/2017		80,000		–		–			–			5,130,000		80,000		64,701		3,945		32,737		–
10		1/24/2017	1/24/2018		55,000		–		–			(42,354	)		4,714,626		12,646		42,134		1,863		25,926		–
11-1		2/21/2017	2/21/2018		–		–		–			–			–		–		–		–		(480)		–
11-2		3/16/2017	3/16/2018		21,345		–		–			(4,000	)		–		17,345		4,433		855		5,288		–
13-2		7/24/2018	1/24/2019		43,961		–		–			–			–		43,961		1,525		1,951		3,476		–
22		7/10/2018	1/10/2021		838,433		–		(7,675	)		–			–		830,758		49,023		23,537		72,560		24,300
22-1		2/20/2019	1/10/2021		61,704		–		–			–			–		61,704		13,754		3,642		17,406		–
22-3		4/10/2019	1/10/2021		56,095		–		–			–			–		56,095		11,876		3,320		15,196		–
25		8/13/2018	2/13/2019		118,292		–		–			(93,310	)		11,722,111		24,982		6,811		3,486		1,921		–
26		8/10/2017	1/27/2018		20,000		–		–			–			–		20,000		7,533		740		8,273		–
29-1		11/8/2019	11/8/2020		101,374		–		–			(92,482	)		6,608,030		8,892		178		3,484		2,380		–
29-2		11/8/2019	11/8/2020		62,367		–		–			–			–		62,367		7,176		3,691		10,867		–
31		8/28/2019	8/28/2020		61,839		–		–			(61,830	)		5,247,042		9		10,825		1,447		(3,234)		–
32		5/22/2019	5/22/2020		25,000		–		–			–			–		25,000		7,301		1,233		8,534		–
33		2/11/2020	2/11/2021		153,672		–		–			(126,582	)		10,765,319		27,090		8,384		1,218		9,602		–
34		5/18/2020	5/18/2021		50,200		–		–			(50,200	)		4,121,766		–		2,414		233		538		–
35		8/24/2020	8/24/2021		85,000		–		–			(85,000	)		5,759,130		–		1,803		813		(8)		68,564
36-1		9/3/2020	1/3/2021		122,400		–		–			–			–		122,400		3,970		5,646		9,615		–
36-2		11/3/2020	1/3/2021		122,400		–		–			–			–		122,400		1,934		5,326		7,260		–
36-3		12/29/2020	1/3/2021		122,400		–		–			–			–		122,400		98		5,326		5,424		–
37-1		9/3/2020	6/30/2021		67,000		–		–			–			–		67,000		2,197		1,652		3,849		67,000
37-2		11/2/2020	6/30/2021		66,500		–		–			–			–		66,500		1,091		1,640		2,730		66,500
37-3		12/29/2020	6/30/2021		66,500		–		–			–			–		66,500		55		1,640		1,694		66,500
38		2/9/2021	2/9/2022		–		103,500		–			–			–		103,500		–		851		851		–
				$	2,584,967	$	103,500	$	(7,675	)	$	(705,758	)		54,208,823	$	1,975,034	$	502,565	$	79,190	$	271,607	$	292,864

XML

10. Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of changes in fair value

The following table provides a summary of changes in fair value of our Level 3 financial liabilities for the three months ended March 31, 2021:

Derivative Liability, December 31, 2020	$	2,903,663
Day 1 Loss		438,321
Discount on derivatives		645,000
Derivatives settled		(1,024,373	)
Mark to market adjustment		113,717
Derivative Liability, March 31, 2021	$	3,076,328

Assumptions for fair value of derivative liabilities

The following table provides a summary of changes in fair value of our Level 3 financial liabilities for the three months ended March 31, 2021:

Derivative Liability, December 31, 2020	$	2,903,663
Day 1 Loss		438,321
Discount on derivatives		645,000
Derivatives settled		(1,024,373	)
Mark to market adjustment		113,717
Derivative Liability, March 31, 2021	$	3,076,328

XML

12. Warrants (Tables)

3 Months Ended

Mar. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

Valuation of warrants

The initial and ending valuation of the warrants as of March 31, 2021 are as follows:

	March 31, 2021
Initial Valuation	$	6,135
Ending Value	$	3,795

Schedule of warrant assumptions

The table below set forth the assumptions for the Black-Scholes Model on each initial date and March 31, 2021:

	March 31, 2021
Volatility	1,847% - 1,861%
Risk-free interest rate	1.60% - 1.83%
Expected term	0.5 – 7.0

Schedule of warrant activity

The following tables summarize all warrant outstanding as of March 31, 2021, and the related changes during this period. The warrants expire three years from grant date, which as of March 31, 2021 is 1.31 years. The intrinsic value of the warrants as of March 31, 2021 was $-0-.

	Number of Warrants		Weighted Average Exercise Price
Stock Warrants
Balance at December 31, 2020		6,614,287	$	0.21
Granted		–		–
Exercised		–		–
Expired		–		–
Balance at March 31, 2021		6,614,287		0.21
Warrants Exercisable at March 31, 2021		6,614,287	$	0.21

XML

17. Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Schedule of segment reporting

	As of March 31, 2021		As of December 31, 2020
Assets:
Affordable Housing Rentals	$	257,449	$	258,813
Financial Services		4,750,362		4,369,195
Others		153,327		302,139
Consolidated assets	$	5,161,138	$	4,930,147

	For the Three Months Ended March 31, 2021			For the Three Months Ended March 31, 2020
Revenues:
Affordable Housing Rentals	$	38,979		$	38,212
Financial Services		892,947			922,514
Total revenues	$	931,926		$	960,726
Cost of Sales:
Affordable Housing Rentals	$	40,167		$	36,821
Financial Services		451,788			394,798
Total cost of sales	$	491,955		$	431,619
Income (Loss) from Operations From Subsidiaries:
Affordable Housing Rentals	$	(1,364	)	$	791
Financial Services		(81,835	)		16,937
Total Income (Loss) from operations from subsidiaries	$	(83,199	)	$	17,728
Loss From Operations from Cardiff Lexington	$	(292,648	)	$	(250,610	)
Total loss from operations	$	(375,847	)	$	(232,882	)

XML

1. Summary of Significant Accounting Policies (Details - Estimated useful lives)	3 Months Ended
	Mar. 31, 2021
Equipment, furniture and fixtures [Member]
Property useful lives	5-7 years
Leasehold Improvements [Member]
Property useful lives	10 years or lease term, if shorter

XML

1. Summary of Significant Accounting Policies (Details - Fair value) - Fair Value, Measurements, Recurring [Member] - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Fair value of derivative liability	$ 3,076,328	$ 2,903,663
Fair Value Inputs Level 1 [Member]
Fair value of derivative liability	0	0
Fair Value Inputs Level 2 [Member]
Fair value of derivative liability	0	0
Fair Value Inputs Level 3 [Member]
Fair value of derivative liability	$ 3,076,328	$ 2,903,663

XML

1. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Accounts receivable	$ 25,483	$ 16,377
Uncertain tax positions	0	0
Allowances for doubtful account	$ 0	$ 21,870

XML

2. Restatement of Previously Issued Financial Statements (Details - Financial Statements) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Total assets	$ 5,161,138		$ 4,930,147
Total liabilities	13,879,060		13,802,481
Accumulated deficit	(67,352,294)		(65,583,255)
Total deficiency in shareholders' equity	(8,717,799)	$ (10,944,749)	(8,872,334)	$ (6,726,704)
Loss from operations	(375,847)	(233,954)
Change in value of derivative liability	(552,039)	(3,738,099)
Other income (expense)	(1,373,585)	(4,064,377)
Net loss	(1,769,039)	(4,646,730)
Net loss attributable to common stockholders	(1,769,039)	(6,251,996)
As Previously Reported [Member]
Total assets	5,161,138		4,930,147
Derivative liability	2,402,858		2,405,358
Net, liabilities of discontinued operations	2,466,063		2,441,965
Other	8,091,307		8,207,123
Total liabilities	12,960,228		13,054,446
Accumulated deficit	(66,433,585)		(64,835,220)
Others	58,634,495		56,710,921
Total deficiency in shareholders' equity	(7,799,090)		(8,124,299)
Loss from operations	(375,847)	(233,954)
Change in value of derivative liability	(376,874)	(4,467,534)
Others	(821,546)	(326,279)
Other income (expense)	(1,198,420)	(4,793,813)
Net loss before discontinued operations	(1,574,267)	(5,027,767)
Loss from discontinued operations		(548,002)
Gain from discontinued operations
Loss from discontinued operations	(24,098)	(548,002)
Net loss	$ (1,598,365)	(5,575,769)
Deemed dividend on preferred stock
Net loss attributable to common stockholders		$ (5,575,769)
Basic and Diluted Earnings (loss) per Share
Continued Operations	$ (0.03)	$ (49.17)
Discontinued Operations		$ (5.09)
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share
Continued Operations	56,243,481	102,762
Discontinued Operations	56,243,481	102,762
Adjustments [Member]
Total assets
Derivative liability	673,470		498,305
Net, liabilities of discontinued operations	245,239		249,730
Other
Total liabilities	918,709		748,035
Accumulated deficit	(918,709)		(748,035)
Others
Total deficiency in shareholders' equity	(918,709)		(748,035)
Loss from operations
Change in value of derivative liability	(175,165)	729,435
Others
Other income (expense)	(175,165)	729,435
Net loss before discontinued operations	(175,165)	729,435
Loss from discontinued operations		199,603
Gain from discontinued operations
Loss from discontinued operations	4,491	199,603
Net loss	(170,674)	929,038
Deemed dividend on preferred stock		(1,605,266)
Net loss attributable to common stockholders		(676,228)
As Restated [Member]
Total assets	5,161,138		4,930,147
Derivative liability	3,076,328		2,903,663
Net, liabilities of discontinued operations	2,711,302		2,691,695
Other	8,091,307		8,207,123
Total liabilities	13,878,937		13,802,481
Accumulated deficit	(67,352,294)		(65,583,255)
Others	58,634,495		56,710,921
Total deficiency in shareholders' equity	(8,717,799)		$ (8,872,334)
Loss from operations	(375,847)	(233,954)
Change in value of derivative liability	(552,039)	(3,738,099)
Others	(821,546)	(326,279)
Other income (expense)	(1,373,585)	(4,064,378)
Net loss before discontinued operations	(1,749,432)	(4,298,332)
Loss from discontinued operations		(348,399)
Gain from discontinued operations
Loss from discontinued operations	(19,607)	(348,399)
Net loss	$ (1,769,039)	(4,646,731)
Deemed dividend on preferred stock		(1,605,266)
Net loss attributable to common stockholders		$ (6,251,997)
Basic and Diluted Earnings (loss) per Share
Continued Operations	$ (0.03)	$ (57.45)
Discontinued Operations	$ (0.00)	$ (3.39)
Weighted Average Shares Outstanding - Basic Earnings (loss) per Share
Continued Operations	56,243,481	102,762
Discontinued Operations	56,243,481	102,762

XML

3. Accrued Expenses (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable	$ 189,207	$ 119,653
Accrued Credit cards	29,093	28,548
Accrued Income, payroll and other taxes	280,528	282,798
Accrued advertising	104,985	75,963
Accrued payroll	18,233	27,569
Accrued expenses - other	82,542	82,542
Total	$ 704,934	$ 617,073

XML

4. Property and Equipment, Net (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Residential housing	$ 341,205	$ 341,205
Furniture, fixture and equipment	76,017	76,017
Property and equipment, gross	417,222	417,222
Less: accumulated depreciation	(211,031)	(205,443)
Property and equipment, net	$ 206,191	$ 211,779

XML

4. Property and Equipment, Net (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 392	$ 319

XML

5. Land (Details Narrative) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Real Estate [Abstract]
Land	$ 603,000	$ 603,000

XML

6. Line of Credit (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Notes to Financial Statements
Interest rate	3.45%
Line of credit	$ 50,434	$ 51,927
Line of Credit Authorized	$ 92,500

XML

7. Related Party Transactions (Details Narrative) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Board Of Directors Chairman [Member]
Deferred compensation payable	$ 1,065,000	$ 1,035,000
Due to related party	126,849	126,849
Chief Operating Officer [Member]
Deferred compensation payable	30,000	120,000
Chief Executive Officer [Member]
Deferred compensation payable	$ 1,065,000	$ 1,020,000

XML

8. Notes and Loans Payable (Details - Notes Payable) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Notes and Loans Payable - Unrelated Parties	$ 1,577,959	$ 1,347,690
Notes and Loans Payable - Related Party	37,006	37,885
Total	1,614,965	1,385,575
Current portion	1,138,796	947,912
Long-term portion	$ 476,169	$ 437,663

XML

8. Notes and Loans Payable (Details - Long term debt maturity)	Mar. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 1,138,796
2023	177,231
2024	29,118
2025	9,993
2026	9,993
Thereafter	249,833
Total	$ 1,614,964

XML

8. Notes and Loans Payable (Details Narrative) - USD ($)						1 Months Ended			3 Months Ended
	Oct. 07, 2020	Jun. 02, 2020	May 08, 2020	Apr. 14, 2020	Apr. 12, 2020	Feb. 23, 2021	Feb. 19, 2021	Jun. 16, 2020	Mar. 31, 2021	Dec. 31, 2020
Notes payable outstanding									$ 1,577,959	$ 1,347,690
Key Tax [Member]
Notes payable outstanding									35,435	35,164
Auto Loan [Member]
Notes payable outstanding									10,989	10,989
Accrued interest									3,916	3,591
Promissory Note 1 [Member]
Notes payable outstanding									0	50,000
Accrued interest									0	37,822
Promissory Note 2 [Member]
Notes payable outstanding									0	50,000
Accrued interest									0	36,505
Promissory Note 3 [Member]
Notes payable outstanding									0	15,000
Accrued interest									0	15,000
Promissory Note 4 [Member]
Notes payable outstanding									410,000	410,000
Accrued interest									63,803	53,693
PPP loan [Member]
Accrued interest									2,797
Proceeds from loans				$ 127,400
Interest rate				1.00%
Maturity date				Apr. 14, 2022
Loan payable									127,400
PPP loan 1 [Member]
Accrued interest									2,339
Proceeds from loans			$ 257,500
Interest rate			1.00%
Maturity date			May 08, 2022
Loan payable									257,500
PPP loan 2 [Member]
Accrued interest									0
Proceeds from loans							$ 229,500
Interest rate							1.00%
Maturity date							Feb. 19, 2023
Loan payable									229,500
PPP loan 3 [Member]
Accrued interest									0
Proceeds from loans						$ 117,550
Interest rate						1.00%
Maturity date						Feb. 23, 2023
Loan payable									117,550
SBA loan [Member]
Accrued interest									4,716
Proceeds from loans		$ 150,000
Interest rate		3.75%
Maturity date		Jun. 02, 2050
Loan payable									149,900
SBA loan [Member]
Accrued interest									876
Proceeds from loans					$ 20,000			$ 20,000
Loan payable									20,000
SBA loan [Member]
Accrued interest									1,326
Proceeds from loans	$ 150,000
Interest rate	3.50%
Maturity date	Oct. 07, 2050
Loan payable									149,900
Short Term Loans [Member]
Notes payable outstanding									102,991	104,772
Accrued interest									$ 53,559	$ 48,909
Short Term Loans [Member] | Minimum [Member]
Interest rate									12.00%
Short Term Loans [Member] | Maximum [Member]
Interest rate									18.00%

XML

9. Convertible Notes Payable (Details - Convertible notes) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Convertible notes	$ 1,975,034	$ 2,584,967
Discounts on convertible notes payable	(292,864)	(108,320)
Total convertible debt less debt discount	1,682,170	2,476,647
Current Portion	1,682,170	2,476,647
Long-Term Portion	0	0
Unrelated Party [Member]
Convertible notes	$ 1,975,034	$ 2,584,967

XML

9. Convertible Notes Payable (Details- Convertible debt instruments) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Principal Balance	$ 1,975,034		$ 2,584,967
New Loans	103,500	$ 150,000
Cash Paydown	(7,675)
Principal Conversions	$ (705,758)		$ (100,203)
Shares issued upon conversion	54,208,823		65,324
Accrued Interest	$ 271,607		$ 502,565
Interest expense	79,190
Unamortized Debt Discount	$ 292,864		108,320
Convertible Note 1 [Member]
Debt issuance date	Aug. 21, 2008
Debt Maturity date	Aug. 21, 2009
Principal Balance	$ 0		150,000
New Loans	0
Cash Paydown	0
Principal Conversions	$ (150,000)
Shares issued upon conversion	140,799
Accrued Interest	$ 0		225,800
Interest expense	0
Unamortized Debt Discount	$ 0
Convertible Note 7 [Member]
Debt issuance date	Feb. 09, 2016
Principal Balance	$ 8,485		8,485
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 4,849		4,430
Interest expense	418
Unamortized Debt Discount	$ 0
Convertible Note 7-1 [Member]
Debt issuance date	Oct. 28, 2016
Debt Maturity date	Oct. 28, 2017
Principal Balance	$ 25,000		25,000
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 24,353		23,119
Interest expense	1,233
Unamortized Debt Discount	$ 0
Convertible Note 9 [Member]
Debt issuance date	Sep. 12, 2016
Debt Maturity date	Sep. 12, 2017
Principal Balance	$ 80,000		80,000
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	5,130,000
Accrued Interest	$ 32,737		64,701
Interest expense	3,945
Unamortized Debt Discount	$ 0
Convertible Note 10 [Member]
Debt issuance date	Jan. 24, 2017
Debt Maturity date	Jan. 24, 2018
Principal Balance	$ 12,646		55,000
New Loans	0
Cash Paydown	0
Principal Conversions	$ (42,354)
Shares issued upon conversion	4,714,626
Accrued Interest	$ 25,926		42,134
Interest expense	1,863
Unamortized Debt Discount	$ 0
Convertible Note 11-1 [Member]
Debt issuance date	Feb. 21, 2017
Debt Maturity date	Feb. 21, 2018
Principal Balance	$ 0		0
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ (480)		0
Interest expense	0
Unamortized Debt Discount	$ 0
Convertible Note 11-2 [Member]
Debt issuance date	Mar. 16, 2017
Debt Maturity date	Mar. 16, 2018
Principal Balance	$ 17,345		21,345
New Loans	0
Cash Paydown	0
Principal Conversions	$ (4,000)
Shares issued upon conversion	0
Accrued Interest	$ 5,288		4,433
Interest expense	855
Unamortized Debt Discount	$ 0
Convertible Note 13-2 [Member]
Debt issuance date	Jul. 24, 2018
Debt Maturity date	Jan. 24, 2019
Principal Balance	$ 43,961		43,961
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 3,476		1,525
Interest expense	1,951
Unamortized Debt Discount	$ 0
Convertible Note 22 [Member]
Debt issuance date	Jul. 10, 2018
Debt Maturity date	Jan. 10, 2021
Principal Balance	$ 830,758		838,433
New Loans	0
Cash Paydown	(7,675)
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 72,560		49,023
Interest expense	23,537
Unamortized Debt Discount	$ 24,300
Convertible Note 22-1 [Member]
Debt issuance date	Feb. 20, 2019
Debt Maturity date	Jan. 10, 2021
Principal Balance	$ 61,704		61,704
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 17,406		13,754
Interest expense	3,642
Unamortized Debt Discount	$ 0
Convertible Note 22-3 [Member]
Debt issuance date	Apr. 10, 2019
Debt Maturity date	Jan. 10, 2021
Principal Balance	$ 56,095		56,095
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 15,196		11,876
Interest expense	3,320
Unamortized Debt Discount	$ 0
Convertible Note 25 [Member]
Debt issuance date	Aug. 13, 2018
Debt Maturity date	Feb. 13, 2019
Principal Balance	$ 24,982		118,292
New Loans	0
Cash Paydown	0
Principal Conversions	$ (93,310)
Shares issued upon conversion	11,722,111
Accrued Interest	$ 1,921		6,811
Interest expense	3,486
Unamortized Debt Discount	$ 0
Convertible Note 26 [Member]
Debt issuance date	Aug. 10, 2017
Debt Maturity date	Jan. 27, 2018
Principal Balance	$ 20,000		20,000
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 8,273		7,533
Interest expense	740
Unamortized Debt Discount	$ 0
Convertible Note 29-1 [Member]
Debt issuance date	Nov. 08, 2019
Debt Maturity date	Nov. 08, 2020
Principal Balance	$ 8,892		101,374
New Loans	0
Cash Paydown	0
Principal Conversions	$ (92,482)
Shares issued upon conversion	6,608,030
Accrued Interest	$ 2,380		178
Interest expense	3,484
Unamortized Debt Discount	$ 0
Convertible Note 29-2 [Member]
Debt issuance date	Nov. 08, 2019
Debt Maturity date	Nov. 08, 2020
Principal Balance	$ 62,367		62,367
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 10,867		7,176
Interest expense	3,691
Unamortized Debt Discount	$ 0
Convertible Note 31 [Member]
Debt issuance date	Aug. 28, 2019
Debt Maturity date	Aug. 28, 2020
Principal Balance	$ 9		61,839
New Loans	0
Cash Paydown	0
Principal Conversions	$ (61,830)
Shares issued upon conversion	5,247,042
Accrued Interest	$ (3,234)		10,825
Interest expense	1,447
Unamortized Debt Discount	$ 0
Convertible Note 32 [Member]
Debt issuance date	May 22, 2019
Debt Maturity date	May 22, 2020
Principal Balance	$ 25,000		25,000
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 8,534		7,301
Interest expense	1,233
Unamortized Debt Discount	$ 0
Convertible Note 33 [Member]
Debt issuance date	Feb. 11, 2020
Debt Maturity date	Feb. 11, 2021
Principal Balance	$ 27,090		153,672
New Loans	0
Cash Paydown	0
Principal Conversions	$ (126,582)
Shares issued upon conversion	10,765,319
Accrued Interest	$ 9,602		8,384
Interest expense	1,218
Unamortized Debt Discount	$ 0
Convertible Note 34 [Member]
Debt issuance date	May 18, 2020
Debt Maturity date	May 18, 2021
Principal Balance	$ 0		50,200
New Loans	0
Cash Paydown	0
Principal Conversions	$ (50,200)
Shares issued upon conversion	4,121,766
Accrued Interest	$ 538		2,414
Interest expense	233
Unamortized Debt Discount	$ 0
Convertible Note 35 [Member]
Debt issuance date	Aug. 24, 2020
Debt Maturity date	Aug. 24, 2021
Principal Balance	$ 0		85,000
New Loans	0
Cash Paydown	0
Principal Conversions	$ (85,000)
Shares issued upon conversion	5,759,130
Accrued Interest	$ (8)		1,803
Interest expense	813
Unamortized Debt Discount	$ 68,564
Convertible Note 36-1 [Member]
Debt issuance date	Sep. 03, 2020
Debt Maturity date	Jan. 03, 2021
Principal Balance	$ 122,400		122,400
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 9,615		3,970
Interest expense	5,646
Unamortized Debt Discount	$ 0
Convertible Note 36-2 [Member]
Debt issuance date	Nov. 03, 2020
Debt Maturity date	Jan. 03, 2021
Principal Balance	$ 122,400		122,400
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 7,260		1,934
Interest expense	5,326
Unamortized Debt Discount	$ 0
Convertible Note 36-3 [Member]
Debt issuance date	Dec. 29, 2020
Debt Maturity date	Jan. 03, 2021
Principal Balance	$ 122,400		122,400
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 5,424		98
Interest expense	5,326
Unamortized Debt Discount	$ 0
Convertible Note 37-1 [Member]
Debt issuance date	Sep. 03, 2020
Debt Maturity date	Jun. 30, 2021
Principal Balance	$ 67,000		67,000
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 3,849		2,197
Interest expense	1,652
Unamortized Debt Discount	$ 67,000
Convertible Note 37-2 [Member]
Debt issuance date	Nov. 02, 2020
Debt Maturity date	Jun. 30, 2021
Principal Balance	$ 66,500		66,500
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 2,730		1,091
Interest expense	1,640
Unamortized Debt Discount	$ 66,500
Convertible Note 37-3 [Member]
Debt issuance date	Dec. 29, 2020
Debt Maturity date	Jun. 30, 2021
Principal Balance	$ 66,500		66,500
New Loans	0
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 1,694		55
Interest expense	1,640
Unamortized Debt Discount	$ 66,500
Convertible Note 38 [Member]
Debt issuance date	Feb. 09, 2021
Debt Maturity date	Feb. 09, 2022
Principal Balance	$ 103,500		0
New Loans	103,500
Cash Paydown	0
Principal Conversions	$ 0
Shares issued upon conversion	0
Accrued Interest	$ 851		0
Interest expense	851
Unamortized Debt Discount	$ 0
Audit [Member]
Principal Balance			$ 0

XML

9. Convertible Notes Payable (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Convertible Notes Payable [Abstract]
Proceeds from convertible notes payable	$ 103,500	$ 150,000
Repayment of convertible notes payable	7,675		$ 27,106
Amortization of debt discount	$ 715,401	$ 246,185
Stock issued for conversion of debt, shares issued	54,208,823		65,324
Stock issued for conversion of debt, amount converted	$ 705,758		$ 100,203
Stock issued for conversion of debt, interest converted	83,200		25,319
Stock issued for conversion of debt, penalties and fees	8,000		4,000
Convertible debt	1,975,034		2,584,967
Debt discount	$ 292,864		$ 108,320

XML

10. Fair Value Measurement (Details - Changes in fair value)	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value Disclosures [Abstract]
Derivative liability, beginning balance	$ 2,903,663
Day 1 Loss	438,321
Discount from derivatives	645,000
Derivatives settled	(1,024,373)
Mark to market adjustment	113,717
Derivative liability, ending balance	$ 3,076,328

XML

10. Fair Value Measurement (Details - Assumptions)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Measurement Input Price Volatility [Member]
Fair value assumptions	262.71%	204.5% - 1,005.9%
Measurement Input Risk Free Interest Rate [Member]
Fair value assumptions	.09%	.09% - .18%
Measurement Input Expected Term [Member]
Fair value assumptions	.4 - .5 Years	.33 – 2.5 Years

XML

10. Fair Value Measurement (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Unrealized gain/loss in derivative	$ 7,197
Fair Value Inputs Level 3 [Member]
Derivative liability	$ 3,076,328	$ 2,903,663

XML

11. Capital Stock (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended	12 Months Ended
	Nov. 05, 2020	May 11, 2020	Feb. 10, 2020	Jan. 09, 2020	Aug. 24, 2020	Mar. 31, 2021	Dec. 31, 2020
Reverse stock split		The Company completed a reverse stock split of 10,000:1 for common shares				The reverse split ratio ranges from 1.6:1 to 307.7:1
Reclassification of preferred stock to additional paid in capital						$ 11,837,482
Stock issued for conversion of debt, shares issued						54,208,823	65,324
Warrants issued, shares				25,000
Warrants issued, value				$ 3,500
Advisor [Member]
Stock issued for services, shares	18,000				163,814
Series H Preferred Stock [Member]
Preferred stock converted, shares converted			320
Preferred stock converted, common shares issued			119,101

XML

12. Warrants (Details - Derivative liabilities)	Mar. 31, 2021 USD ($)
Warrants and Rights Note Disclosure [Abstract]
Warrant fair value, at issuance	$ 6,135
Warrant fair value	$ 3,795

XML

12. Warrants (Details - Assumptions) - Warrants [Member]	3 Months Ended
	Mar. 31, 2021
Volatility rate	1,847% - 1,861%
Risk-free interest rate	1.60% - 1.83%
Expected term	0.5 - 7.0 years

XML

12. Warrants (Details - Warrant outstanding) - Warrant [Member]	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Warrants outstanding, beginning balance | shares	6,614,287
Warrants granted | shares	0
Warrants exercised | shares	0
Warrants expired | shares	0
Warrants outstanding, ending balance | shares	6,614,287
Warrants exercisable | shares	6,614,287
Weighted average exercise price - Warrants outstanding, beginning balance | $ / shares	$ 0.21
Weighted average exercise price - Warrants granted | $ / shares
Weighted average exercise price - Warrants exercised | $ / shares
Weighted average exercise price - Warrants expired | $ / shares
Weighted average exercise price - Warrants outstanding, ending balance | $ / shares	0.21
Weighted average exercise price - Warrants exercisable | $ / shares	$ 0.21

XML

12. Warrants (Details Narrative) - Warrant [Member]	Mar. 31, 2021 USD ($)
Warrants outstanding term	1 year 3 months 22 days
Intrinsic value of warrants	$ 0

XML

13. Discontinued Operations (Details Narrative)	Mar. 31, 2021 USD ($)
Discontinued Operations [Member]
Net liabilities of discontinued operations	$ 2,711,302

XML

14. Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating Leases	$ 17,253	$ 16,790

XML

16. Income Taxes (Details Narrative)	3 Months Ended
	Mar. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Operating loss carrforward	$ 18,000,000
Operating loss carrforward expiration date	Dec. 31, 2040

XML

17. Segment Reporting (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Assets	$ 5,161,138		$ 4,930,147
Revenues	931,926	$ 960,726
Cost of Sales	491,955	$ 431,619
Income (Loss) from operations	(375,847)		(232,882)
Affordable Housing Rentals [Member]
Assets	257,449		258,813
Revenues	38,979		38,212
Cost of Sales	40,167		36,821
Income (Loss) from operations	(1,364)		791
Financial Services [Member]
Assets	4,750,362		4,369,195
Revenues	892,947		922,514
Cost of Sales	451,788		394,798
Income (Loss) from operations	(81,835)		16,937
Others [Member]
Assets	153,327		302,139
Subsidiaries [Member]
Income (Loss) from operations	(83,199)		17,728
Cardiff Lexington [Member]
Income (Loss) from operations	$ (292,648)		$ (250,610)